Table of Contents
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, DC 20549 
FORM 8-K 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 
December 29, 2003 
______________________________________________________________________________ 
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) 
ROPER INDUSTRIES, INC. 
______________________________________________________________________________
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 
DELAWARE 
______________________________________________________________________________
(STATE OR OTHER JURISDICTION OF INCORPORATION) 
 	 	 	
1-12273	 	51-0263969	
	
(COMMISSION FILE NUMBER)	 	(IRS EMPLOYER IDENTIFICATION NO.)	
2160 SATELLITE BLVD., SUITE 200, DULUTH, GEORGIA 30097
______________________________________________________________________________
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) 
(770) 495-5100
   
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE) 

TABLE OF CONTENTS
									
SIGNATURE	
EXHIBIT INDEX	
EX-1.1 PURCHASE AGREEMENT FOR COMMON STOCK	
EX-1.2 PURCHASE AGREEMENT FOR NOTES DUE 2033	
EX-4.1 SUPPLEMENTAL INDENTURE, DATED 12/29/03	
EX-5.1 OPINION OF KING & SPALDING LLP	
EX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS, LLP	
EX-99.1 UNAUDITED PRO FORMA INFORMATION	
EX-99.2 PRESS RELEASE	

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Item 2. 	  	Acquisition or Disposition of Assets 	
      On December 29, 2003, Roper Industries, Inc. (the “Company”) completed the acquisition of all of the outstanding capital stock of Neptune Technology Group Holdings, Inc. (“NTGH”) for a cash purchase price of approximately $475 million, which is net of cash acquired and includes debt which was repaid (the “NTGH Acquisition”). In connection with the NTGH Acquisition, the Company also purchased the remaining one-third interest in DAP Technologies, a Canadian company that manufactures fully-rugged handheld computers, that NTGH did not own for total consideration of approximately $9.1 million. Roper also completed a public offering of 4,830,000 shares of its common stock for gross proceeds of approximately $231.8 million (the “Common Stock Offering”) and an offering of senior subordinated convertible notes for gross proceeds of approximately $230 million (the “Notes Offering,” and together with the Common Stock Offering, the “Offerings”), including exercise of the underwriters’ overallotment for both Offerings. Concurrently with the closing of the Offerings, the Company also entered into a new $625 million senior secured credit facility with JPMorgan Chase Bank, as administrative agent, Merrill Lynch Capital Corporation, as documentation agent, Wachovia Bank, National Association, as syndication agent and certain other lenders consisting of a $400 million five-year term loan and a $225 million three-year revolving credit facility. The Company used the proceeds from the Common Stock Offering, together with borrowings under its new senior secured credit facility, to pay for the acquisition, repay a portion of its existing credit facility and pay related fees and expenses. The Company used the proceeds from the Notes Offering to redeem its outstanding senior notes and to repay a portion of its existing credit facility. A press release announcing the completion of the NTGH Acquisition and related transactions is included as Exhibit 99.2 and is incorporated herein by reference in its entirety. In addition, the Stock Purchase Agreement, dated as of October 21, 2003, by and among NTGH, the selling stockholders named in the agreement, and the Company, was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated November 14, 2003. 

Item 5. 	  	Other Events 	
      The Company is filing as exhibits to this Current Report on Form 8-K certain documents executed in connection with the NTGH Acquisition, the Offerings and related transactions that closed on December 29, 2003. 

Item 7. 	  	Financial Statements, Pro Forma Financial Information and Exhibits 	
(a)	 	The financial statements of NTGH required by Item 7(a) of Form 8-K were previously provided in a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2003 and are specifically incorporated herein by reference.	
(b)	 	Pro Forma Information	
 	 	(1)	The following Unaudited Pro Forma Consolidated Financial Information of the Company and NTGH are included as Exhibit 99.1 and are incorporated herein by reference in their entirety:
 
(a) Pro Forma Consolidated Balance Sheets as of September 30, 2003;
 
(b) Pro Forma Consolidated Statements of Operations for the year ended October 31, 2002;
 
(c) Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2003; and
 
(d) the Notes to such financial statements. 	
(c)	 	Exhibits	
 	1.1	 	Purchase Agreement for Common Stock	
 	1.2	 	Purchase Agreement for Convertible Senior Subordinated Notes due 2034 	
 	4.1	 	Supplemental Indenture between the Company and SunTrust Bank, dated December 29, 2003 	
 	5.1	 	Opinion of King & Spalding LLP	
 	23.1	 	Consent of PricewaterhouseCoopers, LLP	
 	23.2	 	Consent of King & Spalding LLP (included in Exhibit 5.1)	
 	99.1	 	Unaudited Pro Forma Consolidated Financial Information of the Company and NTGH, as described in Item 7(b) of this Current Report on Form 8-K.	
 	99.2	 	Press Release	

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SIGNATURE 
      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
 	 	 	
 	 	ROPER INDUSTRIES, INC.	
 	 	 	
BY:	 	/s/ Martin S. Headley	
 	 		
 	 	Martin S. Headley
Vice President and Chief Financial Officer	
      Date: January 13, 2004 

Table of Contents
EXHIBIT INDEX 
 	 	 	
Exhibit No.	 	Description	
	 		
1.1	 	Purchase Agreement for Common Stock	
1.2	 	Purchase Agreement for Convertible Senior Subordinated Notes due 2034	
4.1	 	Supplemental Indenture between the Company and SunTrust Bank, dated December 29, 2003	
5.1	 	Opinion of King & Spalding LLP	
23.1	 	Consent of PricewaterhouseCoopers LLP	
23.2	 	Consent of King & Spalding LLP (included in Exhibit 5.1)	
99.1	 	Unaudited Pro Forma Consolidated Financial Information of the Company and NTGH, as described in Item 7(b) of this Current Report on Form 8-K.	
99.2	 	Press Release	

                                                                     EXHIBIT 1.1

                       PURCHASE AGREEMENT FOR COMMON STOCK

================================================================================

                             ROPER INDUSTRIES, INC.

                            (a Delaware corporation)

                        4,200,000 Shares of Common Stock

                               PURCHASE AGREEMENT

Dated:  December 22, 2003

================================================================================

                                                                  EXECUTION COPY

                             ROPER INDUSTRIES, INC.

                            (a Delaware corporation)

                        4,200,000 Shares of Common Stock

                           (Par Value $0.01 Per Share)

                               PURCHASE AGREEMENT

                                                               December 22, 2003

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
               Incorporated
J.P. Morgan Securities Inc.
Wachovia Capital Markets, LLC
Robert W. Baird & Co. Incorporated
JMP Securities LLC
McDonald Investments Inc., a KeyCorp Company
SunTrust Capital Markets, Inc.
     as Representatives of the several Underwriters
c/o  Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
4 World Financial Center
New York, New York 10080

Ladies and Gentlemen:

         Roper Industries, Inc., a Delaware corporation (the "Company"),
confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), J.P. Morgan Securities Inc., Wachovia
Capital Markets, LLC, Robert W. Baird & Co. Incorporated, JMP Securities LLC
McDonald Investments Inc., a KeyCorp Company and SunTrust Capital Markets, Inc.,
and each of the other Underwriters named in Schedule A hereto (collectively, the
"Underwriters", which term shall also include any underwriter substituted as
hereinafter provided in Section 10 hereof), for whom Merrill Lynch, J.P. Morgan
Securities Inc., Wachovia Capital Markets, LLC, Robert W. Baird & Co.
Incorporated, JMP Securities LLC, McDonald Investments Inc., a KeyCorp Company
and SunTrust Capital Markets, Inc. are acting as representatives (in such
capacity, the "Representatives"), with respect to (i) the issue and sale by the
Company and the purchase by the Underwriters, acting severally and not jointly,
of the respective numbers of shares of Common Stock, par value $0.01 per share,
of the Company ("Common Stock") set forth in Schedules A hereto and (ii) the
grant by the Company to the Underwriters, acting severally and not jointly, of
the option described in Section 2(b) hereof to purchase all or any part of
630,000 additional shares of Common Stock to cover overallotments, if any. The
aforesaid 4,200,000 shares of Common Stock (the "Initial Securities") to be
purchased by the Underwriters and all or any part of the 630,000 shares of
Common Stock subject to the option described in Section 2(b) hereof (the "Option
Securities") are hereinafter called, collectively, the "Securities."

         The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representatives deem advisable after
this Agreement has been executed and delivered.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-110491), for the
registration of debt securities, common stock, stock purchase contracts and
equity units (including the Securities) under the Securities Act of 1933 (the
"1933 Act"). Such registration statement was declared effective by the
Commission on December 1, 2003. Such registration statement, as amended,
including the financial statements, exhibits and schedules thereto, in the form
in which it was declared effective by the Commission under the 1933 Act (the
"1933 Act Regulations"), including all documents incorporated or deemed
incorporated by reference therein and any information deemed to be a part
thereof at the time of effectiveness pursuant to Rule 430A (the "Rule 430A
Information") under the 1933 Act or the Securities Exchange Act of 1934 (the
"1934 Act") is called the "Registration Statement." Any registration statement
filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to
as the "Rule 462(b) Registration Statement," and after such filing the term
"Registration Statement" shall include the Rule 462(b) Registration Statement.
The Company has prepared and filed with the Commission a preliminary prospectus
supplement relating to the Securities together with the prospectus included in
the Registration Statement at the time it was declared effective (collectively,
together with all documents incorporated or deemed incorporated therein by
reference, the "preliminary prospectus"). Promptly after execution and delivery
of this Agreement, the Company will prepare and file a final prospectus
supplement relating to the Securities together with the prospectus included in
the Registration Statement at the time it was declared effective, in accordance
with the provisions of Rule 424(b) of the 1933 Act. Such final prospectus
supplement and prospectus in the form first furnished to the Underwriters to
confirm sales of the Securities, together with all documents incorporated by
reference therein pursuant to the 1933 Act or the 1934 Act, is herein called the
"Prospectus." For purposes of this Agreement, all references to the Registration
Statement, any preliminary prospectus, the Prospectus or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934 (the "1934 Act"), which
is incorporated by reference in the Registration Statement, such preliminary
prospectus or the Prospectus, as the case may be.

         The Securities are being issued in connection with the Company's
acquisition (the "Neptune Acquisition") of all of the outstanding capital stock
of Neptune Technology Group Holdings, Inc. ("Neptune") pursuant to the Stock
Purchase Agreement, dated October 21, 2003, among Neptune, the stockholders of
Neptune and the Company (the "Stock Purchase Agreement"). The Company has also
entered into a purchase agreement dated as of December 22, 2003 (the
"Convertible Notes Purchase Agreement") with a group of underwriters in
connection with the sale of $506,304,000 aggregate principal amount at maturity
of the Company's 3 3/4% Convertible Senior Subordinated Notes due 2034 (the
"Convertible Notes"). The Company also intends to enter into $625.0 million
principal amount of senior secured credit facilities in connection with the
Neptune Acquisition (the "New Senior Secured Credit Facilities") by and among
the Company, the other credit parties party thereto, JP Morgan Chase Bank as
administrative agent, Wachovia Bank National Association as syndication agent,
Merrill Lynch

                                       2

Capital Corporation as documentation agent and the lenders party thereto. The
Company intends to use the proceeds from the sale of the Securities together
with borrowings under the New Senior Secured Credit Facilities to pay for the
Neptune acquisition and the cash portion of the DAP Technologies acquisition,
repay the Company's existing revolving credit facility and pay related fees and
expenses. The Company intends to use all of the proceeds from the Convertible
Notes offering to redeem its outstanding senior notes.

         SECTION 1. Representations and Warranties.

         (a)       Representations and Warranties by the Company. The Company
represents and warrants to each Underwriter as of the date hereof, as of the
Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery
(if any) referred to in Section 2(b) hereof, and agrees with each Underwriter,
as follows:

                  (i)       Compliance with Registration Requirements. The
         Company meets the requirements for use of Form S-3 under the 1933 Act
         and has complied with the requirements of Rule 415 with respect to the
         Registration Statement. Each of the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendment thereto
         has become effective under the 1933 Act and no stop order suspending
         the effectiveness of the Registration Statement, any Rule 462(b)
         Registration Statement or any post-effective amendment thereto has been
         issued under the 1933 Act and no proceedings for that purpose have been
         instituted or are pending or, to the knowledge of the Company, are
         contemplated by the Commission, and any request on the part of the
         Commission for additional information has been complied with.

                  At the respective times the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendments thereto
         became effective and at the date hereof (and, if any Option Securities
         are purchased, at the Date of Delivery), the Registration Statement,
         the Rule 462(b) Registration Statement and any amendments and
         supplements thereto complied and will comply in all material respects
         with the requirements of the 1933 Act and the 1933 Act Regulations and
         did not and will not contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading. Neither the
         Prospectus nor any amendments or supplements thereto, at the time the
         Prospectus or any such amendment or supplement was issued and at the
         Closing Time (and, if any Option Securities are purchased, at the Date
         of Delivery), included or will include an untrue statement of a
         material fact or omitted or will omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading. The
         representations and warranties in this subsection shall not apply to
         statements in or omissions from the Registration Statement or
         Prospectus made in reliance upon and in conformity with written
         information furnished to the Company by any Underwriter expressly for
         use in the Registration Statement (or any amendment thereto) or the
         Prospectus (or any amendment or supplement thereto).

                  Each preliminary prospectus and the prospectus filed as part
         of the Registration Statement as originally filed or as part of any
         amendment thereto complied when so filed in all material respects with
         the 1933 Act Regulations and each preliminary prospectus and the
         Prospectus delivered to the Underwriters for use in connection with
         this offering was identical to the electronically transmitted copies
         thereof filed with the Commission pursuant to EDGAR, except to the
         extent permitted by Regulation S-T.

                  (ii)      Incorporated Documents. The documents incorporated
         or deemed to be incorporated by reference in the Registration Statement
         and the Prospectus, at the time they were

                                       3

         or hereafter are filed with the Commission, complied and will comply in
         all material respects with the requirements of the 1934 Act and the
         rules and regulations of the Commission thereunder (the "1934 Act
         Regulations"), at the time they were or are filed, they did not and
         will not contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading.

                  (iii)     Independent Accountants. PricewaterhouseCoopers LLP,
         who certified the financial statements and supporting schedules
         included in the Registration Statement, is an independent public
         accountant with respect to the Company as required by the 1933 Act and
         the 1933 Act Regulations. PricewaterhouseCoopers LLP has not provided
         to the Company or its subsidiaries any non-audit services, the
         provision of which is prohibited by applicable law or accounting
         standards. To the knowledge of the Company, PricewaterhouseCoopers LLP,
         who certified Neptune's financial statements included in the
         Registration Statement, is an independent public accountant with
         respect to Neptune as required by the 1933 Act and the 1933 Act
         Regulations.

                  (iv)      Financial Statements. The financial statements
         included in the Registration Statement and the Prospectus, together
         with the related schedules and notes, present fairly in all material
         respects the financial position of the Company and its consolidated
         subsidiaries at the dates indicated and the statement of operations,
         stockholders' equity and cash flows of the Company and its consolidated
         subsidiaries for the periods specified; said financial statements have
         been prepared in conformity with generally accepted accounting
         principles ("GAAP") applied on a consistent basis throughout the
         periods involved. To the knowledge of the Company, the financial
         statements of Neptune included in the Registration Statement and the
         Prospectus, together with the related schedules and notes, present
         fairly in all material respects the financial position of Neptune and
         its consolidated subsidiaries at the dates indicated and the statement
         of operations, stockholders' equity and cash flows of Neptune and its
         consolidated subsidiaries for the periods specified; said financial
         statements have been prepared in conformity with generally accepted
         accounting principles ("GAAP") applied on a consistent basis throughout
         the periods involved. The pro forma financial statements and the
         related notes thereto included in the Registration Statement and the
         Prospectus present fairly in all material respects the information
         shown therein, have been prepared in accordance with the Commission's
         rules and guidelines with respect to pro forma financial statements and
         have been properly compiled on the bases described therein, and in the
         Company's opinion the assumptions used in the preparation thereof are
         reasonable and the adjustments used therein are appropriate to give
         effect to the transactions referred to therein.

                  (v)       No Material Adverse Change in Business. Since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectus, except as otherwise stated therein, (A)
         there has been no material adverse change in the condition, financial
         or otherwise, or in the earnings, business affairs or business
         prospects of the Company and its subsidiaries considered as one
         enterprise, whether or not arising in the ordinary course of business
         (a "Material Adverse Effect"), (B) there have been no transactions
         entered into by the Company or any of its subsidiaries, other than
         those in the ordinary course of business, which are material with
         respect to the Company and its subsidiaries considered as one
         enterprise, and (C) except for regular dividends on the Common Stock in
         amounts per share that are consistent with past practice, there has
         been no dividend or distribution of any kind declared, paid or made by
         the Company on any class of its capital stock.

                  (vi)      Good Standing of the Company. The Company has been
         duly organized and is validly existing as a corporation in good
         standing under the laws of the State of Delaware and has

                                       4

         corporate power and authority to own, lease and operate its properties
         and to conduct its business as described in the Prospectus and to enter
         into and perform its obligations under this Agreement; and the Company
         is duly qualified as a foreign corporation to transact business and is
         in good standing in each other jurisdiction in which such qualification
         is required, whether by reason of the ownership or leasing of property
         or the conduct of business, except where the failure so to qualify or
         to be in good standing could not reasonably be expected to result in a
         Material Adverse Effect.

                  (vii)    Good Standing of Subsidiaries. Each subsidiary of
         the Company over which the Company controls a majority of the vote or
         has a majority of the economic interest has been duly organized and is
         validly existing as a corporation, partnership or limited liability
         company (or the equivalent concept in a foreign jurisdiction) in good
         standing under the laws of the jurisdiction of its incorporation or
         organization, has corporate power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Prospectus and is duly qualified as a foreign corporation, partnership
         or limited liability company to transact business and is in good
         standing in each jurisdiction in which such qualification is required,
         whether by reason of the ownership or leasing of property or the
         conduct of business, except where the failure so to qualify or to be in
         good standing could not reasonably be expected to result in a Material
         Adverse Effect; except as otherwise disclosed in the Registration
         Statement, all of the issued and outstanding capital stock, limited
         partnership interests or membership interests of each such subsidiary
         has been duly authorized and validly issued, is fully paid and
         non-assessable and is owned by the Company, directly or through
         subsidiaries, free and clear of any security interest, mortgage,
         pledge, lien, encumbrance, claim or equity; none of the outstanding
         shares of capital stock, limited partnership interests or membership
         interests of any subsidiary was issued in violation of the preemptive
         or similar rights of any securityholder of such subsidiary.

                  (viii)   Capitalization. The authorized, issued and
         outstanding capital stock of the Company is as set forth in the
         Prospectus in the column entitled "Actual" under the caption
         "Capitalization" as of the date shown in the Prospectus (except for
         subsequent issuances, if any, pursuant to this Agreement, pursuant to
         reservations, agreements or employee benefit plans referred to in the
         Prospectus or pursuant to the exercise of convertible securities or
         options referred to in the Prospectus. The shares of issued and
         outstanding capital stock of the Company have been duly authorized and
         validly issued and are fully paid and non-assessable; none of the
         outstanding shares of capital stock of the Company was issued in
         violation of the preemptive or other similar rights of any
         securityholder of the Company.

                  (ix)     Power and Authority. The Company has all requisite
         corporate or such other similar power and authority to enter into and
         perform its obligations under this Agreement, the New Senior Secured
         Credit Facilities and the Stock Purchase Agreement, in each case to the
         extent a party thereto, and to consummate all the transactions in
         connection therewith as contemplated in the Registration Statement and
         the Prospectus.

                  (x)      Authorization of Agreement. This Agreement has been
         duly authorized, executed and delivered by the Company.

                  (xi)     Authorization and Description of Securities. The
         Securities to be purchased by the Underwriters have been duly
         authorized for issuance and sale to the Underwriters pursuant to this
         Agreement and, when issued and delivered by the Company pursuant to
         this Agreement against payment of the consideration set forth herein,
         will be validly issued and fully paid and non-assessable; the Common
         Stock conforms to all statements relating thereto contained in the
         Prospectus; no holder of the Securities will be subject to debts or
         liabilities of the Company by

                                       5

         reason of being such a holder; and the issuance of the Securities is
         not subject to the preemptive or other similar rights of any
         securityholder of the Company.

                  (xii)    Authorization of the Stock Purchase Agreement. The
         Stock Purchase Agreement has been duly authorized, executed and
         delivered by the Company and constitutes a valid and binding agreement
         of the Company enforceable against the Company in accordance with its
         terms, subject, as to enforcement of remedies, to bankruptcy,
         insolvency, reorganization, moratorium or similar laws affecting the
         rights and remedies of creditors generally and the effect of general
         principles of equity.

                  (xiii)   Authorization of the New Senior Secured Credit
         Facilities. The New Senior Secured Credit Facilities have been
         authorized by the Company and, when executed and delivered by the
         Company, will constitute valid and binding agreements of the Company
         enforceable against the Company in accordance with their terms,
         subject, as to enforcement of remedies, to bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting the rights and
         remedies of creditors generally and to the effect of general principles
         of equity.

                  (xiv)    Description of the Agreement, the New Senior Secured
         Credit Facilities and the Stock Purchase Agreement. This Agreement, the
         New Senior Secured Credit Facilities and the Stock Purchase Agreement
         will conform in all material respects to the respective statements
         relating thereto contained in the Prospectus and will be in
         substantially the respective forms filed or incorporated by reference,
         as the case may be, as exhibits to the Registration Statement.

                  (xv)     Absence of Defaults and Conflicts. Neither the
         Company nor any of its subsidiaries is in violation of its charter or
         by-laws or in default in the performance or observance of any
         obligation, agreement, covenant or condition contained in any contract,
         indenture, mortgage, deed of trust, loan or credit agreement, note,
         lease or other agreement or instrument to which the Company or any of
         its subsidiaries is a party or by which it or any of them may be bound,
         or to which any of the property or assets of the Company or any
         subsidiary is subject (collectively, "Agreements and Instruments")
         except for such defaults that could not reasonably be expected to
         result in a Material Adverse Effect; and the execution, delivery and
         performance of this Agreement, the New Senior Secured Credit Facilities
         and the Stock Purchase Agreement and the consummation of the
         transactions contemplated herein and therein and in the Registration
         Statement after giving pro forma effect to all such transactions
         collectively (including the issuance and sale of the Securities and the
         use of the proceeds from the sale of the Securities as described in the
         Prospectus under the caption "Use of Proceeds") and compliance by the
         Company with its obligations hereunder have been duly authorized by all
         necessary corporate action and do not and will not, whether with or
         without the giving of notice or passage of time or both, conflict with
         or constitute a breach of, or default or Repayment Event (as defined
         below) under, or result in the creation or imposition of any lien,
         charge or encumbrance upon any property or assets of the Company or any
         subsidiary pursuant to, the Agreements and Instruments (except for such
         conflicts, breaches, defaults or Repayment Events or liens, charges or
         encumbrances that, singly or in the aggregate, could not reasonably be
         expected to result in a Material Adverse Effect), nor will such action
         result in any violation (except for such violations that, singly or in
         the aggregate, could not reasonably be expected to result in a Material
         Adverse Effect) of the provisions of the charter or by-laws of the
         Company or any subsidiary or any applicable law, statute, rule,
         regulation, judgment, order, writ or decree of any government,
         government instrumentality or court, domestic or foreign, having
         jurisdiction over the Company or any subsidiary or any of their assets,
         properties or operations. As used herein, a "Repayment Event" means any
         event or condition which gives the holder of any note, debenture or
         other evidence of indebtedness (or any person acting on such holder's
         behalf) the right to require the

                                       6

         repurchase, redemption or repayment of all or a portion of such
         indebtedness by the Company or any subsidiary.

                  (xvi)    Absence of Labor Dispute. No labor dispute with the
         employees of the Company or any subsidiary exists or, to the knowledge
         of the Company, is imminent, and the Company is not aware of any
         existing or imminent labor disturbance by the employees of any of its
         or any subsidiary's principal suppliers, manufacturers, customers or
         contractors, which, in either case, could reasonably be expected to
         result in a Material Adverse Effect.

                  (xvii)   Absence of Proceedings. Except as disclosed in the
         Prospectus, there is no action, suit, proceeding, inquiry or
         investigation before or brought by any court or governmental agency or
         body, domestic or foreign, now pending, or, to the knowledge of the
         Company, threatened, against or affecting the Company or any
         subsidiary, which is required to be disclosed in the Registration
         Statement (other than as disclosed therein), or which, singly or in the
         aggregate, could reasonably be expected to result in a Material Adverse
         Effect, or which, singly or in the aggregate, could reasonably be
         expected to materially and adversely affect the properties or assets
         thereof or the consummation of the transactions contemplated in this
         Agreement or the performance by the Company of its obligations
         hereunder.

                  (xviii)  Possession of Intellectual Property. The Company and
         its subsidiaries own or possess, or can acquire on reasonable terms,
         adequate patents, patent rights, licenses, inventions, copyrights,
         know-how (including trade secrets and other unpatented and/or
         unpatentable proprietary or confidential information, systems or
         procedures), trademarks, service marks, trade names or other
         intellectual property (collectively, "Intellectual Property") necessary
         to carry on the business now operated by them, except where the failure
         to own or have the right to use could not reasonably be expected to
         have a Material Adverse Effect, and neither the Company nor any of its
         subsidiaries has received any notice or is otherwise aware of any
         infringement of or conflict with asserted rights of others with respect
         to any Intellectual Property or of any facts or circumstances which
         would render any Intellectual Property invalid or inadequate to protect
         the interest of the Company or any of its subsidiaries therein, and
         which infringement or conflict (if the subject of any unfavorable
         decision, ruling or finding) or invalidity or inadequacy, singly or in
         the aggregate, could reasonably be expected to result in a Material
         Adverse Effect.

                  (xix)    Stabilization or Manipulation. Neither the Company
         nor any affiliate of the Company has taken, nor will the Company or any
         affiliate take, directly or indirectly, any action which is designed to
         or which has constituted or which would be expected to cause or result
         in stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities. The Company
         has not distributed and, prior to the later to occur of (i) the Closing
         Time and (ii) completion of the distribution of the Securities, will
         not distribute any offering material in connection with the offering
         and sale of the Securities other than the preliminary or final
         prospectus, if any, permitted by the 1933 Act and approved by the
         Representatives.

                  (xx)     Absence of Further Requirements. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency is necessary or required for the performance by the Company of
         its obligations hereunder, in connection with the offering, issuance or
         sale of the Securities hereunder or the consummation of the
         transactions contemplated by this Agreement, except such as have been
         already obtained or as may be required under the 1933 Act or the 1933
         Act Regulations or state securities laws.

                                       7

                  (xxi)    Possession of Licenses and Permits. The Company and
         its subsidiaries possess such permits, licenses, approvals, consents
         and other authorizations (collectively, "Governmental Licenses") issued
         by the appropriate federal, state, local or foreign regulatory agencies
         or bodies necessary to conduct the business now operated by them,
         except where the failure so to possess could not, singly or in the
         aggregate, reasonably be expected to result in a Material Adverse
         Effect; the Company and its subsidiaries are in compliance with the
         terms and conditions of all such Governmental Licenses, except where
         the failure so to comply could not, singly or in the aggregate,
         reasonably be expected to result in a Material Adverse Effect; all of
         the Governmental Licenses are valid and in full force and effect,
         except when the invalidity of such Governmental Licenses or the failure
         of such Governmental Licenses to be in full force and effect could not,
         singly or in the aggregate, reasonably be expected to result in a
         Material Adverse Effect; and neither the Company nor any of its
         subsidiaries has received any notice of proceedings relating to the
         revocation or modification of any such Governmental Licenses which,
         singly or in the aggregate, if the subject of an unfavorable decision,
         ruling or finding, could reasonably be expected to result in a Material
         Adverse Effect.

                  (xxii)   Title to Property. The Company and its subsidiaries
         have good and marketable title to all real property owned by the
         Company and its subsidiaries and good title to all material personal
         property owned by them, in each case, free and clear of all mortgages,
         pledges, liens, security interests, claims, restrictions or
         encumbrances of any kind except such as (a) are described in the
         Prospectus or (b) do not, singly or in the aggregate, materially affect
         the value of such property and do not interfere with the use made and
         proposed to be made of such property by the Company or any of its
         subsidiaries; and all of the leases and subleases material to the
         business of the Company and its subsidiaries, considered as one
         enterprise, and under which the Company or any of its subsidiaries
         holds properties described in the Prospectus, are in full force and
         effect, and neither the Company nor any subsidiary has any notice of
         any material claim of any sort that has been asserted by anyone adverse
         to the rights of the Company or any subsidiary under such material
         lease or subleases, or affecting or questioning the rights of the
         Company or such subsidiary to the continued possession of the leased or
         subleased premises under any such material lease or sublease.

                  (xxiii)  Tax Returns. All United States federal income tax
         returns of the Company and its subsidiaries required by law to be filed
         have been filed, except where the failure to file such returns, could
         not, singly or in the aggregate, reasonably be expected to have a
         Material Adverse Effect, and all taxes shown by such returns or
         otherwise assessed, which are due and payable, have been paid, except
         assessments against which appeals have been or will be promptly taken
         and as to which adequate reserves have been provided. The Company and
         its subsidiaries have filed all other tax returns that are required to
         have been filed by them pursuant to applicable foreign, federal, state,
         local or other law except insofar as the failure to file such returns
         could not reasonably be expected to result in a Material Adverse
         Effect, and have paid all taxes due pursuant to such returns or
         pursuant to any assessment received by the Company and its
         subsidiaries, except for such taxes, if any, as are being contested in
         good faith and by appropriate proceedings and as to which adequate
         reserves have been provided. The charges, accruals and reserves on the
         books of the Company in respect of all federal, state, local and
         foreign tax liabilities of the Company and its subsidiaries for any
         years not finally determined are adequate to meet any assessments or
         re-assessments for additional income tax for any years not finally
         determined, except to the extent of any inadequacy that could not
         reasonably be expected to result in a Material Adverse Effect.

                  (xxiv)   Insurance. The Company and its subsidiaries carry or
         are entitled to the benefits of insurance, with financially sound and
         reputable insurers, in such amounts, containing such

                                       8

         deductibles and covering such risks as commercially prudent under the
         circumstances, except where the failure to do so could not, singly or
         in the aggregate, reasonably be expected to have a Material Adverse
         Effect, and all such insurance is in full force and effect.

                  (xxv)    Related Party Transactions. No relationship, direct
         or indirect, exists between or among any of the Company or any
         affiliate of the Company on the one hand, and any former or current
         director, officer, stockholder, customer or supplier of any of them, on
         the other hand, which is required by the 1933 Act or by the rules and
         regulations enacted thereunder to be described in the Registration
         Statement or the Prospectus which is not so described or is not
         described as required.

                  (xxvi)   Suppliers. No contract manufacturer or supplier of
         merchandise to the Company or any of its subsidiaries has ceased
         shipments of merchandise to the Company or any of its subsidiaries
         since September 30, 2003, other than in the normal and ordinary course
         of business consistent with past practices, which cessation could not
         reasonably be expected to result in a Material Adverse Effect.

                  (xxvii)  Accounting Controls. The Company and its consolidated
         subsidiaries maintain a system of internal accounting controls
         sufficient to provide reasonable assurances that (A) transactions are
         executed in accordance with management's authorization; (B)
         transactions are recorded as necessary to permit preparation of
         financial statements in conformity with generally accepted accounting
         principles and to maintain accountability for assets; (C) access to
         assets is permitted only in accordance with management's authorization;
         (D) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences; (E) material information relating to
         the Company and its consolidated subsidiaries is promptly made known to
         the officers responsible for establishing and maintaining the system of
         internal accounting controls; and (F) any significant deficiencies or
         weaknesses in the design or operation of internal accounting controls
         which could adversely affect the Company's ability to record, process,
         summarize and report financial data, and any fraud whether or not
         material that involves management or other employees who have a
         significant role in internal controls, are adequately and promptly
         disclosed to the Company's independent auditors and the audit committee
         of the Company's board of directors.

                  (xxviii) Disclosure Controls. The Company and its consolidated
         subsidiaries employ disclosure controls and procedures that are
         designed to ensure that information required to be disclosed by the
         Company in the reports that it files or submits under the Exchange Act
         is recorded, processed, summarized and reported, within the time
         periods specified in the Commission's rules and forms, and is
         accumulated and communicated to the Company's management, including its
         principal executive officer or officers and principal financial officer
         or officers, as appropriate to allow timely decisions regarding
         disclosure.

                  (xxix)   Investment Company Act. The Company is not required,
         and upon the issuance and sale of the Securities as herein contemplated
         and the application of the net proceeds therefrom as described in the
         Prospectus will not be required, to register as an "investment company"
         under the Investment Company Act of 1940, as amended (the "1940 Act").

                  (xxx)    Environmental Laws. Except as described in the
         Registration Statement and except as could not, singly or in the
         aggregate, reasonably be expected to result in a Material Adverse
         Effect, (A) neither the Company nor any of its subsidiaries is in
         violation of any federal, state, local or foreign statute, law, rule,
         regulation, ordinance, code, policy or rule of common law

                                       9

         or any judicial or administrative interpretation thereof, including any
         judicial or administrative order, consent, decree or judgment, relating
         to pollution or protection of human health, the environment (including,
         without limitation, ambient air, surface water, groundwater, land
         surface or subsurface strata) or wildlife, including, without
         limitation, laws and regulations relating to the release or threatened
         release of chemicals, pollutants, contaminants, wastes, toxic
         substances, hazardous substances, petroleum or petroleum products or
         asbestos-containing materials (collectively, "Hazardous Materials") or
         to the manufacture, processing, distribution, use, treatment, storage,
         disposal, transport or handling of Hazardous Materials (collectively,
         "Environmental Laws"), (B) the Company and its subsidiaries have all
         permits, authorizations and approvals required under any applicable
         Environmental Laws and are each in compliance with their requirements,
         (C) there are no pending or, to the knowledge of the Company,
         threatened administrative, regulatory or judicial actions, suits,
         demands, demand letters, claims, liens, notices of noncompliance or
         violation, investigation or proceedings relating to any Environmental
         Law against the Company or any of its subsidiaries and (D) there are no
         events or circumstances that would reasonably be expected to form the
         basis of an order for clean-up or remediation, or an action, suit or
         proceeding by any private party or governmental body or agency, against
         or affecting the Company or any of its subsidiaries relating to
         Hazardous Materials or any Environmental Laws.

                  (xxxi)   Stock Purchase Agreement. To the knowledge of the
         Company, the representations and warranties of Neptune contained in the
         Stock Purchase Agreement are true and correct in all material respects.
         All consents from third parties and government entities necessary to
         consummate the Neptune Acquisition have been obtained.

                  (xxxiv)  Registration Rights. There are no persons with
         registration rights or other similar rights to have any securities
         registered pursuant to the Registration Statement.

         b.       Officer's Certificates. Any certificate signed by any officer
of the Company or any of its subsidiaries delivered to the Representatives or to
counsel for the Underwriters shall be deemed a representation and warranty by
the Company to each Underwriter as to the matters covered thereby.

         SECTION 2. Sale and Delivery to Underwriters; Closing.

         (a)      Initial Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter, severally and not jointly, agrees to purchase
from the Company, at the price per share set forth in Schedule B, the number of
Initial Securities set forth in Schedule A opposite the name of such
Underwriter, plus any additional number of Initial Securities which such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

         (b)      Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the
Underwriters, severally and not jointly, to purchase up to an additional 630,000
shares of Common Stock at the price per share set forth in Schedule B, less an
amount per share equal to any dividends or distributions declared by the Company
and payable on the Initial Securities but not payable on the Option Securities.
The option hereby granted will expire 30 days after the date hereof and may be
exercised in whole or in part from time to time only for the purpose of covering
overallotments which may be made in connection with the offering and
distribution of the Initial Securities upon notice by Merrill Lynch to the
Company setting forth the number of Option Securities as to which the several
Underwriters are then exercising the option and the time and date of payment and
delivery for such Option Securities, which shall be no earlier than two business
days following the date on which the Company receives such notice or as
otherwise agreed to by the parties hereto. Subject to the foregoing, any such
time and date of

                                       10

delivery (a "Date of Delivery") shall be determined by Merrill Lynch, but shall
not be later than seven full business days after the exercise of said option,
nor in any event prior to the Closing Time, as hereinafter defined. If the
option is exercised as to all or any portion of the Option Securities, each of
the Underwriters, acting severally and not jointly, will purchase that
proportion of the total number of Option Securities then being purchased which
the number of Initial Securities set forth in Schedule A opposite the name of
such Underwriter bears to the total number of Initial Securities, subject in
each case to such adjustments as Merrill Lynch in its discretion shall make to
eliminate any sales or purchases of fractional shares.

         (c)      Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of King &
Spalding LLP, 191 Peachtree Street, Atlanta, GA 30303, or at such other place as
shall be agreed upon by the Representatives and the Company, at 9:00 A.M.
(Eastern time) on December 29, 2003 (unless postponed in accordance with the
provisions of Section 10), or such other time not later than ten business days
after such date as shall be agreed upon by the Representatives and the Company
(such time and date of payment and delivery being herein called "Closing Time").

         In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representatives
and the Company, on each Date of Delivery as specified in the notice from the
Representatives to the Company.

         Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company against delivery to
the Representatives for the respective accounts of the Underwriters of
certificates for the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase. Merrill Lynch, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial Securities or the Option Securities, if any, to be
purchased by any Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.

         (d)      Denominations; Registration. Certificates for the Initial
Securities and the Option Securities, if any, shall be in such denominations and
registered in such names as the Representatives may request in writing at least
one full business day before the Closing Time or the relevant Date of Delivery,
as the case may be. The certificates for the Initial Securities and the Option
Securities, if any, will be made available for examination and packaging by the
Representatives in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time or the relevant Date of Delivery,
as the case may be.

         SECTION 3. Covenants of the Company. The Company covenants with each
Underwriter as follows:

                  (a)      Compliance with Securities Regulations and Commission
         Requests. The Company, subject to Section 3(b), will comply with the
         requirements of Rule 430A, and will notify the Representatives
         immediately, (i) when any post-effective amendment to the Registration
         Statement shall become effective, or any supplement to the Prospectus
         or any amended Prospectus, in each case relating to the Securities,
         shall have been filed, (ii) of the receipt of any comments from the
         Commission relating to the Prospectus or the Registration

                                       11

         Statement, (iii) of any request by the Commission for any amendment to
         the Registration Statement or any amendment or supplement to the
         Prospectus or any document incorporated by reference therein and (iv)
         of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or of any order preventing
         or suspending the use of any preliminary prospectus, or of the
         suspension of the qualification of the Securities for offering or sale
         in any jurisdiction, or of the initiation or threatening of any
         proceedings for any of such purposes. The Company will effect the
         filings of the preliminary prospectus and the Prospectus as necessary
         pursuant to Rule 424(b) in compliance with such rule. The Company will
         make every reasonable effort to prevent the issuance of any stop order
         and, if any stop order is issued, to obtain the lifting thereof at the
         earliest possible moment.

                  (b)      Filing of Amendments. Until the end of the period
         during which a Prospectus is required to be delivered under the 1933
         Act in connection with the offering of Securities, the Company will
         give the Representatives notice of its intention to file or prepare any
         amendment to the Registration Statement (including any filing under
         Rule 462(b)) or any amendment, supplement or revision to either the
         prospectus included in the Registration Statement at the time it became
         effective or to the Prospectus, but in either case only to the extent
         that such amendment, supplement or revision relates to the Securities
         to be sold hereunder, whether pursuant to the 1933 Act, the 1934 Act or
         otherwise, will furnish the Representatives with copies of any such
         documents a reasonable amount of time prior to such proposed filing or
         use, as the case may be, and will not file or use any such document to
         which the Representatives or counsel for the Underwriters shall object.
         This subsection (b) shall not apply to regular filings of periodic or
         current reports pursuant to the 1934 Act.

                  (c)      Delivery of Registration Statements. The Company has
         furnished or will deliver to the Representatives and counsel for the
         Underwriters, without charge, signed copies of the Registration
         Statement as originally filed and of each amendment thereto relating to
         the Securities (including exhibits filed therewith or incorporated by
         reference therein and documents incorporated or deemed to be
         incorporated by reference therein) and signed copies of all consents
         and certificates of experts, and will also deliver to the
         Representatives, without charge, a conformed copy of the Registration
         Statement as originally filed and of each amendment thereto relating to
         the Securities (without exhibits) for each of the Underwriters. The
         copies of the Registration Statement and each amendment thereto
         furnished to the Underwriters will be identical to the electronically
         transmitted copies thereof filed with the Commission pursuant to EDGAR,
         except to the extent permitted by Regulation S-T.

                  (d)      Delivery of Prospectuses. The Company has delivered
         to each Underwriter, without charge, as many copies of each preliminary
         prospectus as such Underwriter reasonably requested, and the Company
         hereby consents to the use of such copies for purposes permitted by the
         1933 Act. The Company will furnish to each Underwriter, without charge,
         during the period when the Prospectus is required to be delivered under
         the 1933 Act, such number of copies of the Prospectus (as amended or
         supplemented) as such Underwriter may reasonably request. The
         Prospectus and any amendments or supplements thereto furnished to the
         Underwriters will be identical to the electronically transmitted copies
         thereof filed with the Commission pursuant to EDGAR, except to the
         extent permitted by Regulation S-T.

                  (e)      Continued Compliance with Securities Laws. The
         Company will comply with the 1933 Act and the 1933 Act Regulations and
         the 1934 Act and the 1934 Act and the 1934 Act Regulations so as to
         permit the completion of the distribution of the Securities as
         contemplated in this Agreement and in the Prospectus. If at any time
         when a prospectus is required by the 1933 Act to be delivered in
         connection with sales of the Securities, any event shall occur or
         condition

                                       12

         shall exist as a result of which it is necessary, in the opinion of
         counsel for the Underwriters or for the Company, to amend the
         Registration Statement or amend or supplement the Prospectus in order
         that the Prospectus will not include any untrue statements of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein not misleading in the light of the
         circumstances existing at the time it is delivered to a purchaser, or
         if it shall be necessary, in the opinion of such counsel, at any such
         time to amend the Registration Statement or amend or supplement the
         Prospectus in order to comply with the requirements of the 1933 Act or
         the 1933 Act Regulations, the Company will promptly prepare and file
         with the Commission, subject to Section 3(b), such amendment or
         supplement as may be necessary to correct such statement or omission or
         to make the Registration Statement or the Prospectus comply with such
         requirements, and the Company will furnish to the Underwriters such
         number of copies of such amendment or supplement as the Underwriters
         may reasonably request.

                  (f)      Blue Sky Qualifications. The Company will use its
         best efforts, in cooperation with the Underwriters, to qualify the
         Securities for offering and sale under the applicable securities laws
         of such states and other jurisdictions (domestic or foreign) as the
         Representatives may designate and to maintain such qualifications in
         effect for a period of not less than one year from the later of the
         effective date of the Registration Statement and any Rule 462(b)
         Registration Statement; provided, however, that the Company shall not
         be obligated to file any general consent to service of process or to
         qualify as a foreign corporation or as a dealer in securities in any
         jurisdiction in which it is not so qualified or to subject itself to
         taxation in respect of doing business in any jurisdiction in which it
         is not otherwise so subject.

                  (g)      Rule 158. The Company will timely file such reports
         pursuant to the 1934 Act as are necessary in order to make generally
         available to its securityholders as soon as practicable an earnings
         statement for the purposes of, and to provide the benefits contemplated
         by, the last paragraph of Section 11(a) of the 1933 Act.

                  (h)      Use of Proceeds. The Company will use the net
         proceeds received by it from the sale of the Securities in the manner
         specified in the Prospectus under "Use of Proceeds".

                  (i)      Listing. The Company will use its best efforts to
         effect the listing of the Securities on the New York Stock Exchange.

                  (j)      Restriction on Sale of Securities. During a period of
         90 days from the date of the Prospectus, the Company will not, without
         the prior written consent of Merrill Lynch, (i) directly or indirectly,
         offer, pledge, sell, contract to sell, sell any option or contract to
         purchase, purchase any option or contract to sell, grant any option,
         right or warrant to purchase or otherwise transfer or dispose of any
         share of Common Stock or any securities convertible into or exercisable
         or exchangeable for Common Stock or file any registration statement
         under the 1933 Act with respect to any of the foregoing or (ii) enter
         into any swap or any other agreement or any transaction that transfers,
         in whole or in part, directly or indirectly, the economic consequence
         of ownership of the Common Stock, whether any such swap or transaction
         described in clause (i) or (ii) above is to be settled by delivery of
         Common Stock or such other securities, in cash or otherwise. The
         foregoing sentence shall not apply to (A) the Securities to be sold
         hereunder, (B) any shares of Common Stock issued by the Company upon
         the exercise of an option or warrant or the conversion of a security
         outstanding on the date hereof and referred to in the Prospectus, (C)
         any shares of Common Stock issued or options to purchase Common Stock
         granted pursuant to existing employee or director benefit plans of the
         Company referred to in the Prospectus and registrations in connection
         with such issuances or grants, (D) any shares of Common Stock issued
         pursuant to the Convertible Notes Purchase Agreement, (E) issuances of
         Common Stock pursuant

                                       13

         to any rights plan or any shares of Common Stock issued pursuant to any
         non-employee director stock plan or dividend reinvestment plan any
         related registrations (F) issuances of Common Stock in connection with
         strategic or other significant investments in which the purchaser
         agrees to be bound for any remaining portion of such 90 day period on
         the above terms or (G) any shares of Common Stock issued in any
         business combination and registrations related thereto so long as the
         recipient agrees to be bound for any remaining portion of such 90 day
         period on the above terms.

                  Reporting Requirements. The Company, during the period when
         the Prospectus is required to be delivered under the 1933 Act, will
         file all documents required to be filed with the Commission pursuant to
         the 1934 Act within the time periods required by the 1934 Act and the
         1934 Act Regulations.

         SECTION 4. Payment of Expenses.

         (a)      Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing and delivery to the Underwriters of this
Agreement, any Agreement among Underwriters and such other documents as may be
required in connection with the offering, purchase, sale, issuance or delivery
of the Securities, (iii) the preparation, issuance and delivery of the
certificates for the Securities to the Underwriters, if any, including any stock
or other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Securities to the Underwriters, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors, (v) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus and of the Prospectus and any amendments or supplements
thereto, (vii) the preparation, printing and delivery to the Underwriters of
copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and
expenses of any transfer agent or registrar for the Securities, (ix) the costs
and expenses of the Company relating to investor presentations on any "road
show" undertaken in connection with the marketing of the Securities, including
without limitation, expenses associated with the production of road show slides
and graphics, fees and expenses of any consultants engaged in connection with
the road show presentations, travel and lodging expenses of the representatives
and officers of the Company and any such consultants, and the cost of aircraft
and other transportation chartered in connection with the road show, (x) the
filing fees incident to, and the reasonable fees and disbursements of counsel to
the Underwriters in connection with, the review by the National Association of
Securities Dealers, Inc. (the "NASD") of the terms of the sale of the
Securities, (xi) the fees and expenses incurred in connection with the listing
of the Securities on the New York Stock Exchange and (xii) the fees and expenses
provided for in the Engagement Letter dated as of October 21, 2003 by and among
the Company and Merrill Lynch, Pierce Fenner & Smith Incorporated, J. P. Morgan
Securities, Inc. and Wachovia Capital Markets, LLC.

         (b)      Termination of Agreement. If this Agreement is terminated by
the Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

         SECTION 5. Conditions of Underwriters' Obligations. The obligations of
the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company or any subsidiary of the

                                       14

Company delivered pursuant to the provisions hereof, to the performance by the
Company of its covenants and other obligations hereunder, and to the following
further conditions:

         (a)      Effectiveness of Registration Statement. The Registration
Statement, including any Rule 462(b) Registration Statement, shall remain
effective and at Closing Time no stop order suspending the effectiveness of the
Registration Statement shall have been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission, and any request on the part
of the Commission for additional information shall have been complied with to
the reasonable satisfaction of counsel to the Underwriters.

         (b)      Opinion of Counsel for Company. At Closing Time, the
Representatives shall have received the opinion, dated as of Closing Time, of
King & Spalding LLP, counsel for the Company, in the form attached hereto as
Exhibit A. In giving such opinion such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the law of the State of New
York and the federal law of the United States and the General Corporation Law of
the State of Delaware, upon the opinions of counsel satisfactory to the
Representatives. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and its subsidiaries and certificates of
public officials.

         (c)      Opinion of Counsel for Underwriters. At Closing Time, the
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the
Underwriters, together with signed or reproduced copies of such letter for each
of the other Underwriters with respect to the matters set forth in clauses (i),
(v), (vii) through (ix), inclusive, (xiii) (solely as to the information in the
Prospectus under "Description of Common Stock") and the paragraph immediately
preceding the penultimate paragraph of Exhibit A hereto. In giving such opinion
such counsel may rely, as to all matters governed by the laws of jurisdictions
other than the law of the State of New York, the federal law of the United
States and the General Corporation Law of the State of Delaware, upon the
opinions of counsel satisfactory to the Representatives. Such counsel may also
state that, insofar as such opinion involves factual matters, they have relied,
to the extent they deem proper, upon certificates of officers of the Company and
its subsidiaries and certificates of public officials.

         (d)      Officers' Certificate. At Closing Time, there shall not have
been, since the date hereof or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and its subsidiaries considered as one
enterprise or Neptune together with its subsidiaries taken as a whole, as the
case may be, whether or not arising in the ordinary course of business, and the
Representatives shall have received a certificate of the Company signed by the
President or a Vice President of the Company and by the chief financial or chief
accounting officer of the Company, dated as of Closing Time, to the effect that
(i) there has been no such material adverse change, (ii) the representations and
warranties in Section 1(a) hereof are true and correct with the same force and
effect as though expressly made at and as of Closing Time, (iii) the Company has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to Closing Time, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are pending or, to their
knowledge, contemplated by the Commission.

         (e)      Accountant's Comfort Letters. At the time of the execution of
this Agreement, the Representatives shall have received from
PricewaterhouseCoopers LLP letters dated such date, in form and substance
satisfactory to the Representatives, together with signed or reproduced copies
of such letters for each of the other Underwriters containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and

                                       15

certain financial information contained in the Registration Statement and the
Prospectus of the Company and Neptune.

         (f)      Bring-down Comfort Letters. At Closing Time, the
Representatives shall have received from PricewaterhouseCoopers LLP letters,
dated as of Closing Time, to the effect that they reaffirm the statements made
in the letters furnished pursuant to subsection (e) of this Section with respect
to the Company and Neptune, except that the specified date referred to shall be
a date not more than three business days prior to Closing Time.

         (g)      Approval of Listing. At Closing Time, the Securities shall
have been approved for listing on the New York Stock Exchange, subject only to
official notice of issuance.

         (h)      No Objection. The NASD has confirmed that it has not raised
any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

         (i)      Lock-up Agreements. At the date of this Agreement, the
Representatives shall have received an agreement substantially in the form of
Exhibit B-1 and B-2 hereto signed by the persons listed on Schedule C hereto.

         (j)      No Material Changes to Stock Purchase Agreement. At Closing
Time, there shall not have been any material amendments, waivers or
modifications to the Stock Purchase Agreement.

         (k)      Closing of the Neptune Acquisition, the New Senior Secured
Credit Facilities and Common Stock Sale. At Closing Time, the Neptune
Acquisition and the New Senior Secured Credit Facilities shall have all closed
on substantially the terms set forth in the Registration Statement.

         (l)      Chief Financial Officer's Certificate. At the Closing Time,
the Underwriters shall have received certificates of the Chief Financial Officer
of the Company with respect to the Company's financial statements and certain
financial information of the Company and its consolidated subsidiaries, in the
form of Exhibit C attached hereto.

         (m)      Conditions to Purchase of Option Securities. In the event that
the Underwriters exercise their option provided in Section 2(b) hereof to
purchase all or any portion of the Option Securities, the representations and
warranties of the Company contained herein and the statements in any
certificates furnished by the Company or any subsidiary of the Company hereunder
shall be true and correct as of each Date of Delivery and, at the relevant Date
of Delivery, the Representatives shall have received:

                  (i)      Officers' Certificate. A certificate, dated such Date
                           of Delivery, of the Company signed by its President
                           or a Vice President of the Company and of the chief
                           financial or chief accounting officer of the Company
                           confirming that the certificate delivered at the
                           Closing Time pursuant to Section 5(d) hereof remains
                           true and correct as of such Date of Delivery.

                  (ii)     Opinion of Counsel for Company. The opinion of King &
                           Spalding LLP, counsel for the Company, dated such
                           Date of Delivery, relating to the Option Securities
                           to be purchased on such Date of Delivery and
                           otherwise to the same effect as the opinion required
                           by Section 5(b) hereof.

                  (iii)    Opinion of Counsel for Underwriters. The favorable
                           opinion of Fried, Frank, Harris, Shriver & Jacobson
                           LLP, counsel for the Underwriters, dated such Date of
                           Delivery, relating to the Option Securities to be
                           purchased on such Date of

                                       16

                           Delivery and otherwise to the same effect as the
                           opinion required by Section 5(c) hereof.

                  (iv)     Bring-down Comfort Letters. Letters from
                           PricewaterhouseCoopers LLP, in form and substance
                           satisfactory to the Representatives and dated such
                           Date of Delivery, substantially in the same form and
                           substance as the letters furnished to the
                           Representatives pursuant to Section 5(f) hereof,
                           except that the "specified date" in the letters
                           furnished pursuant to this paragraph shall be a date
                           not more than five days prior to such Date of
                           Delivery.

         (n)      Additional Documents. At Closing Time and at each Date of
Delivery, counsel for the Underwriters shall have been furnished with such
documents and opinions as they may require for the purpose of enabling them to
pass upon the issuance and sale of the Securities as herein contemplated, or in
order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be satisfactory in form and substance to the
Representatives and counsel for the Underwriters.

         (o)      Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of Option
Securities, on a Date of Delivery which is after the Closing Time, the
obligations of the several Underwriters to purchase the relevant Option
Securities, may be terminated by the Representatives by notice to the Company at
any time at or prior to Closing Time or such Date of Delivery, as the case may
be, and such termination shall be without liability of any party to any other
party except as provided in Section 4 and except that Sections 1, 6, 7 and 8
shall survive any such termination and remain in full force and effect.

         SECTION 6. Indemnification.

         (a)      Indemnification of Underwriters. The Company agrees to
indemnify and hold harmless each Underwriter, its affiliates, as such term is
defined in Rule 501(b) under the 1933 Act (each, an "Affiliate"), its selling
agents and each person, if any, who controls any Underwriter within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto in connection with
         the offering of the Securities), including the Rule 430A Information or
         the omission or alleged omission therefrom of a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading or arising out of any untrue statement or alleged untrue
         statement of a material fact included in any preliminary prospectus or
         the Prospectus (or any amendment or supplement thereto), or the
         omission or alleged omission therefrom of a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading;

                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the written consent of the Company;

                                       17

                  (iii)    against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by Merrill
         Lynch), reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through Merrill Lynch expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) and provided, further, that the Company will not be liable to any of
the Underwriters with respect to the Prospectus to the extent that the Company
shall sustain the burden of proving that any such loss, liability, claim, damage
or expense resulted from the fact that such Underwriter, in contravention of a
requirement of this Agreement or applicable law, sold Securities to a person to
whom such Underwriter failed to send or give, at or prior to the Closing Time, a
copy of the final prospectus, as then amended or supplemented if the Company has
previously furnished copies thereof (sufficiently in advance of the Closing Time
to allow for distribution by the Closing Time) to the Underwriters and the loss,
liability, claim, damage or expense of such Underwriter resulted from an untrue
statement or omission of a material fact contained in or omitted from the
preliminary prospectus which was corrected in the final prospectus as, if
applicable, amended or supplemented prior to the Closing Time.

         (b)      Indemnification of Company, Directors and Officers. Each
Underwriter severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), including the Rule 430A Information or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through Merrill Lynch expressly for use in
the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

         (c)      Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)
above, counsel to the indemnified parties shall be selected by Merrill Lynch,
and, in the case of parties indemnified pursuant to Section 6(b) above, counsel
to the indemnified parties shall be selected by the Company. An indemnifying
party may participate at its own expense in the defense of any such action and
may assume the defense thereof with counsel satisfactory to such indemnified
party, and shall pay the fees and expenses of such counsel; provided, however,
(i) if the indemnifying party fails to assume such defense in a timely manner or
(ii) if there exists or is reasonably likely to exist in the opinion of the
indemnified party a conflict of interest or different defenses that would make
it inappropriate in the judgment of such indemnified party for the same counsel
to represent both the indemnified party and the indemnifying party, then such
indemnified party shall be entitled to retain its own counsel at the expense

                                       18

of the indemnifying party. In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

         (d)      Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

         SECTION 7. Contribution. If the indemnification provided for in Section
6 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

         The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus bear to the aggregate initial public
offering price of the Securities as set forth on the cover of the Prospectus.

         The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities,

                                       19

claims, damages and expenses incurred by an indemnified party and referred to
above in this Section 7 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.

         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act and each Underwriter's Affiliates and selling agents shall have the
same rights to contribution as such Underwriter, and each director of the
Company, each officer of the Company who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. The Underwriters' respective obligations to
contribute pursuant to this Section 7 are several in proportion to the number of
Initial Securities set forth opposite their respective names in Schedule A
hereto and not joint.

         SECTION 8. Representations, Warranties and Agreements to Survive. All
representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries submitted
pursuant hereto, shall remain operative and in full force and effect regardless
of (i) any investigation made by or on behalf of any Underwriter or its
Affiliates or selling agents, any person controlling any Underwriter, its
officers or directors or any person controlling the Company and (ii) delivery of
and payment for the Securities.

         SECTION 9. Termination of Agreement.

         (a)      Termination; General. The Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to market the Securities or to
enforce contracts for the sale of the Securities, or (iii) if trading in any
securities of the Company has been suspended or materially limited by the
Commission or the New York Stock Exchange, or if trading generally on the New
York Stock Exchange or in the Nasdaq National Market has been suspended or
materially limited, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by any of said exchanges or by
such system or by order of the Commission, the National Association of
Securities Dealers, Inc. or any other governmental authority, or (iv) a material
disruption has occurred in commercial banking or securities

                                       20

settlement or clearance services in the United States or (v) if a banking
moratorium has been declared by either Federal or New York authorities.

         (b)      Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

         SECTION 10. Default by One or More of the Underwriters. If one or more
of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase
the Securities which it or they are obligated to purchase under this Agreement
(the "Defaulted Securities"), the Representatives shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

                  (i)      if the number of Defaulted Securities does not exceed
         10% of the number of Securities to be purchased on such date, each of
         the non-defaulting Underwriters shall be obligated, severally and not
         jointly, to purchase the full amount thereof in the proportions that
         their respective underwriting obligations hereunder bear to the
         underwriting obligations of all non-defaulting Underwriters, or

                  (ii)     if the number of Defaulted Securities exceeds 10% of
         the number of Securities to be purchased on such date, this Agreement
         or, with respect to any Date of Delivery which occurs after the Closing
         Time, the obligation of the Underwriters to purchase and of the Company
         to sell the Option Securities to be purchased and sold on such Date of
         Delivery shall terminate without liability on the part of any
         non-defaulting Underwriter.

         No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement or, in the case of a Date of Delivery which is after the
Closing Time, which does not result in a termination of the obligation of the
Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either (i) the Representatives or (ii) the Company shall
have the right to postpone Closing Time or the relevant Date of Delivery, as the
case may be, for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements. As used herein, the term "Underwriter" includes any
person substituted for an Underwriter under this Section 10.

         SECTION 11. Tax Disclosure. Notwithstanding any other provision of this
Agreement, from the commencement of discussions with respect to the transactions
contemplated hereby, the Company (and each employee, representative or other
agent of the Company) may disclose to any and all persons, without limitation of
any kind, the tax treatment and tax structure (as such terms are used in
Sections 6011, 6111 and 6112 of the U.S. Code and the Treasury Regulations
promulgated thereunder) of the transactions contemplated by this Agreement and
all materials of any kind (including opinions or other tax analyses) that are
provided relating to such tax treatment and tax structure.

         SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives at 4 World

                                       21

Financial Center, New York, New York 10080, attention of Mitch Theiss with a
copy to Valerie Ford Jacob at Fried, Frank, Harris, Shriver & Jacobson LLP, One
New York Plaza, New York, New York 10004, and notices to the Company shall be
directed to it at 2160 Satellite Blvd., Suite 200, Duluth, GA 30097, attention
of Martin Headley with a copy to Mary Bernard at King & Spalding LLP, 1185
Avenue of the Americas, New York, NY 10036.

         SECTION 13. Parties. This Agreement shall inure to the benefit of and
be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the Underwriters and the Company and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.

         SECTION 14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 15. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT.
EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.

         SECTION 16. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

         SECTION 17. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

                                       22

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriters and the Company in accordance with its terms.

                                                  Very truly yours,

                                                  ROPER INDUSTRIES, INC.

                                                  By  /s/ Martin S. Headley
                                                    ---------------------------

CONFIRMED AND ACCEPTED, as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                     INCORPORATED
J.P. MORGAN SECURITIES INC.
WACHOVIA CAPITAL MARKETS, LLC
ROBERT W. BAIRD & CO. INCORPORATED
JMP SECURITIES LLC
MCDONALD INVESTMENTS INC., A KEY CORP COMPANY
SUNTRUST CAPITAL MARKETS, INC.

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
                            INCORPORATED

By   /s/  Bharani P. Bobba
   --------------------------------------------------
                Authorized Signatory

         For themselves and as Representatives of the other Underwriters named
in Schedule A hereto.

                                       23

                                   SCHEDULE A

                                                                       Number of
                                                                        Initial
         Name of Underwriter                                          Securities
         -------------------                                          ----------
                                                                   
Merrill Lynch, Pierce, Fenner & Smith Incorporated ........            1,785,000
J.P. Morgan Securities Inc. ...............................              840,000
Wachovia Capital Markets, LLC .............................              840,000
Robert W. Baird & Co. Incorporated ........................              420,000
JMP Securities LLC ........................................              105,000
McDonald Investments Inc., a KeyCorp Company ..............              105,000
SunTrust Capital Markets, Inc. ............................              105,000

                                                                       ---------

Total .....................................................            4,200,000
                                                                       =========

                                     Sch A-1

                                   SCHEDULE B

                             ROPER INDUSTRIES, INC.
                        4,200,000 Shares of Common Stock
                           (Par Value $0.01 Per Share)

                  1.       The initial public offering price per share for the
         Securities, determined as provided in said Section 2, shall be $48.00.

                  2.       The purchase price per share for the Securities to be
         paid by the several Underwriters shall be $45.84, being an amount equal
         to the initial public offering price set forth above less $2.16 per
         share; provided that the purchase price per share for any Option
         Securities purchased upon the exercise of the overallotment option
         described in Section 2(b) shall be reduced by an amount per share equal
         to any dividends or distributions declared by the Company and payable
         on the Initial Securities but not payable on the Option Securities.

                                     Sch B-1

                                   SCHEDULE C

                          [List of persons and entities
                               subject to lock-up]

Exhibit B-1

Brian D. Jellison
Derrick N. Key

Exhibit B-2

Nigel W. Crocker
Shanler D. Cronk
Martin S. Headley
C. Thomas O'Grady
W. Lawrence Banks
Donald G. Calder
David W. Devonshire
John F. Fort III
Wilbur J. Prezzano
Georg Graf Schall-Riaucour
Eriberto R. Scocimara
Christopher Wright

                                     Sch C-1

                                                                      Exhibit A

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
               Incorporated
J.P. Morgan Securities, Inc.
Wachovia Capital Markets, LLC
Robert W. Baird & Co. Incorporated
JMP Securities LLC
McDonald Investments Inc., a Key Corporation Company
SunTrust Capital Markets, Inc.
   As representatives of the several Underwriters named
   on Schedule A to the Purchase Agreement
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310

                  RE:     Roper Industries, Inc. --
                          4,200,000 Shares of Common Stock

Ladies and Gentlemen:

                  We have acted as counsel for Roper Industries, Inc., a
Delaware corporation (the "Company"), in connection with the offering of
securities by the Company described below. We are delivering this opinion to
you pursuant to Section 5(b) of the Purchase Agreement dated December 22, 2003
(the "Purchase Agreement"), among the Company and the several underwriters
named in Schedule A thereto (the "Underwriters"), which provides for the
purchase by the Underwriters of 4,200,000 shares (the "Initial Securities")
and, at the option of the Underwriters, up to 630,000 additional shares of
common stock, par value $0.01 per share (the "Option Securities" and, together
with the Initial Securities, the "Securities"), of the Company. Unless
otherwise indicated in this opinion, all capitalized terms used in this opinion
and not otherwise defined herein shall have the same meanings as in the
Purchase Agreement.

                  In our capacity as such counsel, we have reviewed (i) signed
copies of the registration statement on Form S-3 (Registration No. 333-110491)
filed by the Company with the Commission on November 28, 2003, as it became
effective under the 1933 Act (the "Registration Statement") and the related
registration statement on Form S-3 (Registration No. 333-11472) filed by the
Company pursuant to Rule 462(b) promulgated under the 1933 Act (the "Rule
462(b) Registration Statement" and, together with the Registration Statement,
the "Registration Statements"), (ii) the prospectus dated December 1, 2003, as
supplemented by the prospectus supplement dated December 29, 2003, filed
pursuant to Rule 424(b) promulgated under the 1933 Act (the "Prospectus"),
(iii) the Purchase Agreement and (iv) the Credit

Agreement, dated as of December 29, 2003, among the Company, certain foreign
subsidiaries of the Company, the several banks and other financial institutions
or entities named therein, Merrill Lynch Capital Corporation, as documentation
agent, Wachovia Bank, National Association, as syndication agent, and JPMorgan
Chase Bank, as administrative agent (the "Credit Agreement").

                  We have reviewed such matters of law and examined original,
certified, conformed or photographic copies of such other documents, records,
agreements and certificates as we have deemed necessary as a basis for the
opinions hereinafter expressed. In such review, we have assumed the genuineness
of signatures on all documents submitted to us as originals and the conformity
to original documents of all copies submitted to us as certified, conformed or
photographic copies. We have relied, as to the matters set forth therein, on
certificates of public officials.

                  As to certain matters of fact material to this opinion, we
have relied to the extent we deemed appropriate, without independent
verification, upon (i) certificates of officers of the Company and (ii) the
representations and warranties of the Company contained in the Purchase
Agreement. Whenever our opinion with respect to any matter is stated to be
given "to our knowledge" such qualification confirms that, no information has
come to the attention of any attorney in this firm who is involved in
representing the Company on substantive legal matters that would give such
attorney actual current awareness of the existence or absence of such matter.

                  This opinion is limited in all respects to the federal laws
of the United States of America, the laws of the State of New York and the
Delaware General Corporation Law, and no opinion is expressed with respect to
the laws of any other jurisdiction or any effect that such laws may have on the
opinions expressed herein. This opinion is limited to the matters stated
herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein.

                  Based upon the foregoing, and subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that:

                  (i)      The Company is validly existing as a corporation in
         good standing under the laws of the State of Delaware.

                  (ii) The Company has corporate power and authority to own,
         lease and operate its properties and to conduct its business as
         described in the Prospectus and to enter into and perform its
         obligations under the Purchase Agreement.

                  (iii) The Company is duly qualified as a foreign corporation
         to transact business and is in good standing in each of the
         jurisdictions set forth in Annex A to this opinion.

                  (iv) The authorized, issued and outstanding capital stock of
         the Company as of September 30, 2003 is was set forth in the
         Prospectus in the column entitled "Actual" under the caption
         "Capitalization" (except for subsequent issuances, if any, pursuant to

         the Purchase Agreement or pursuant to reservations, agreements or
         employee benefit plans referred to in the Prospectus or pursuant to
         the exercise of convertible securities or options referred to in the
         Prospectus).

                  (v) The Securities have been duly authorized and, when issued
         and delivered by the Company pursuant to the Purchase Agreement
         against payment of the consideration set forth therein, will be
         validly issued and fully paid and non-assessable and free of any
         statutory preemptive or, to our knowledge, similar contractual rights
         that will entitle any person to acquire any Securities upon issuance
         thereof by the Company.

                  (vi) Each of the Subsidiaries of the Company listed on Annex
         B is validly existing as a corporation, limited liability company or
         limited partnership (as applicable) in good standing under the laws of
         the State if Delaware, and has corporate, limited liability or
         partnership power and authority to own, lease and operate its
         properties and to conduct its business as currently conducted.

                  (vii)    The Purchase Agreement has been duly authorized,
         executed and delivered by the Company.

                  (viii) The Registration Statements have been declared or
         become effective under the 1933 Act; any required filing of the
         Prospectus pursuant to Rule 424(b) has been made in the manner and
         within the time period required by Rule 424(b); and, to our knowledge,
         no stop order suspending the effectiveness of either of the
         Registration Statements has been issued under the 1933 Act and no
         proceedings for that purpose have been instituted or are pending or
         threatened by the Commission.

                  (ix) At the times the Registration Statements became
         effective, and for the Prospectus, at the date thereof, the
         Registration Statements and the Prospectus (other than the financial
         statements and notes thereto, the financial statement schedules and
         the other financial data included therein, as to which we express no
         belief), excluding the documents incorporated by reference therein,
         complied as to form in all material respects with the requirements of
         the 1933 Act and the applicable 1933 Act Regulations.

                  (x) The documents incorporated by reference in the Prospectus
         (other than the financial statements and notes thereto, the financial
         statement schedules and the other financial data included or
         incorporated by reference therein, as to which we express no belief),
         when they were filed with the Commission, complied as to form in all
         material respects with the requirements of the 1934 Act and the
         applicable 1934 Act Regulations.

                  (xi) The form of certificate used to evidence the Common
         Stock complies in all material respects with all applicable statutory
         requirements, with any applicable requirements of the charter and
         bylaws of the Company and the requirements of the New York Stock
         Exchange.

                  (xii) To our knowledge, there is no action, suit or
         proceeding before or by any court or governmental agency or body,
         domestic or foreign, now pending or threatened

         against or affecting the Company or any subsidiary, or any material
         property of the Company, that is required to be disclosed in the
         Prospectus (other than as disclosed therein) or that could reasonably
         be expected to materially and adversely affect the consummation of the
         transactions contemplated by the Purchase Agreement or the performance
         by the Company of its obligations thereunder.

                  (xiii) The information in the Prospectus under "Description
         of Common Stock" and "Material United States Federal Tax
         Consequences," to the extent such information constitutes summaries of
         matters of law or legal conclusions, presents fairly the information
         required to be disclosed therein and fairly summarizes in all material
         respects such matters of law or legal conclusions.

                  (xiv) To our knowledge, there are no contracts or documents
         of the Company which are required to be filed as exhibits to the
         Registration Statements which have not been so filed as exhibits as
         required.

                  (xv) No filing with, or authorization, approval, consent,
         license, order, registration, qualification or decree of, any court or
         governmental authority or agency, domestic or foreign (other than
         under the 1933 Act and the 1933 Act Regulations, which have been
         obtained, or as may be required under the securities or blue sky laws
         of the various states, as to which we express no opinion) is required
         to be made by the Company in connection with the authorization,
         execution and delivery of the Purchase Agreement or for the offering,
         issuance, sale or delivery of the Securities.

                  (xvi) The execution, delivery and performance of the Purchase
         Agreement by the Company, the consummation by the Company of the
         transactions contemplated by the Purchase Agreement (including the use
         of proceeds from the sale of the Securities as described in the
         Prospectus under the caption "Use of Proceeds") and the compliance by
         the Company with its obligations under the Purchase Agreement: (a) do
         not and will not result in a breach of any of the terms or provisions
         of, or constitute a breach of, or default under, or result in the
         creation or imposition of any lien, charge or encumbrance upon any
         property or assets of the Company pursuant to the terms of, the Credit
         Agreement or any agreement or instrument of the Company filed or
         incorporated by reference as an exhibit to the most recent Annual
         Report on Form 10-K/A filed by the Company or any subsequent Quarterly
         Report on Form 10-Q or Current Report on Form 8-K filed by the
         Company, except breaches, defaults, liens, charges or encumbrances
         that could not reasonably be expected to have a Material Adverse
         Effect, (b) do not and will not result in a violation of any law,
         rule, regulation, judgment, order, writ or decree known to us to be
         applicable to the Company, except for violations that could not
         reasonably be expected to have a Material Adverse Effect, or (c) do
         not and will not result in any violation of the provisions of the
         charter or bylaws of the Company.

                  (xvii) The Company is not required, and upon the issuance and
         sale of the Securities as contemplated in the Purchase Agreement and
         the application of the net

         proceeds therefrom as described in the Prospectus will not be
         required, to register as an "investment company" under the 1940 Act.

                  (xviii) The Rights under the Company's Shareholder Rights
         Plan to which holders of the Securities will be entitled have been
         duly authorized and validly issued.

                  In our capacity as counsel for the Company, we have
participated in conferences with officers and other representatives of the
Company, the independent public accountants for the Company, the
representatives of the Underwriters, and counsel to the Underwriters during
which the contents of the Registration Statements and the Prospectus and
related matters were discussed and, although we are not passing upon and do not
assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statements or the Prospectus (except
as set forth in paragraph (xiii) above), on the basis of the information that
was developed in the course of the performance of the services referred to
above, nothing came to our attention that caused us to believe that either of
the Registration Statements (other than the financial statements and notes
thereto, the financial statement schedules and other financial and statistical
data included or incorporated by reference therein or omitted therefrom, as to
which we express no belief), as of the time it became effective under the Act,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or that the Prospectus (other than the financial statements and
notes thereto, the financial statement schedules and other financial data
included or incorporated by reference therein or omitted therefrom, as to which
we express no belief), as of the date of the Prospectus or as of the date
hereof, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

                  This opinion is furnished by us solely for the benefit of the
Underwriters in connection with the transaction described herein, and this
opinion may not be furnished to or relied upon by any other person or entity
for any purpose without our prior written consent.

                  This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein.

                                                     Very truly yours,

                                    ANNEX A

                      FOREIGN QUALIFICATION OF THE COMPANY

Georgia

                                    ANNEX B

                                  SUBSIDIARIES

Abel Pumps, L.P.
Acton Research Corporation
Amot Controls Corporation
Amot/Metrix Investment Company
Antek Instruments L.P.
Compressor Controls Corporation
Cornell Pump Company
Cornell Pump Manufacturing Corporation
Cybor Corporation
Fluid Metering, Inc.
FTI Flow Technology, Inc.
Integrated Designs, L.P.
Media Cybernetics, Inc.
Metrix Instrument Co., L.P.
Molecular Imaging Corporation
Petroleum Analyzer Company L.P.
Redlake MASD, Inc.
Roper Holdings, Inc.
Roper Mex L.P.
Roper Pump Company
Roper Scientific, Inc.
Roper Southeast Asia LLC
Ropintassco Holdings, L.P.
Ropintassco 1, LLC
Ropintassco 2, LLC
Ropintassco 3, LLC
Ropintassco 4, LLC
Ropintassco 5, LLC
Ropintassco 6, LLC
Ropintassco 7, LLC
Struers Inc.
Uson L.P.
Neptune Technology Group Holdings, Inc.
Neptune Technology Group Inc.
DAP Technologies Corp.

                                                                     Exhibit B-1

December 22, 2003

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                     INCORPORATED
J.P. MORGAN SECURITIES INC.
WACHOVIA CAPITAL MARKETS, LLC
ROBERT W. BAIRD & CO. INCORPORATED
JMP SECURITIES LLC
MCDONALD INVESTMENTS INC., A KEYCORP COMPANY
SUNTRUST CAPITAL MARKETS, INC.

     as Representatives of the several
     Underwriters to be named in the
     within-mentioned Purchase Agreement

c/o  Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
4 World Financial Center
New York, New York  10080

         Re:      Proposed Public Offering by Roper Industries, Inc.

Dear Sirs:

         The undersigned, a stockholder and an officer and/or director of Roper
Industries, Inc., a Delaware corporation (the "Company"), understands that
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), J.P Morgan Securities Inc., Wachovia Capital Markets, LLC,
Robert W. Baird & Co. Incorporated, JMP Securities LLC, McDonald Investments
Inc., a KeyCorp Company and SunTrust Capital Markets, Inc. propose to enter into
a Purchase Agreement (the "Purchase Agreement") with the Company providing for
the public offering of shares (the "Securities") of the Company's common stock,
par value $0.01 per share (the "Common Stock"). In recognition of the benefit
that such an offering will confer upon the undersigned as a stockholder and an
officer and/or director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each underwriter to be named in the Purchase Agreement
that, during a period of 90 days from the date of the Purchase Agreement, the
undersigned will not, without the prior written consent of Merrill Lynch,
directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of, or otherwise dispose of or
transfer any shares of the Company's Common Stock or any securities convertible
into or exchangeable or exercisable for Common Stock, whether now owned or
hereafter acquired by the undersigned or with respect to which the undersigned
has or hereafter acquires the power of disposition, or file, or cause to be
filed, any registration statement under the Securities Act of 1933, as amended,
with respect to any of the foregoing (collectively, the "Lock-Up Securities") or
(ii) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Lock-Up Securities, whether any such swap or transaction is
to be settled by delivery of Common Stock or other securities, in cash or
otherwise. This agreement shall not prohibit (1) exercise of

                                       B-1

options to acquire shares of Common Stock, (2) the disposition or sale of shares
of Common Stock as necessary to pay the exercise price for "cashless" option
exercises and (3) the disposition or sale of shares of Common Stock as necessary
to fund taxes payable upon any such exercise or cashless exercise.

                                             Very truly yours,

                                             Signature:
                                                       ------------------------

                                             Print Name:
                                                        -----------------------

                                       B-2

                                                                     Exhibit B-2

December 22, 2003

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                     INCORPORATED
J.P. MORGAN SECURITIES INC.
WACHOVIA CAPITAL MARKETS, LLC
ROBERT W. BAIRD & CO. INCORPORATED
JMP SECURITIES LLC
MCDONALD INVESTMENTS INC., A KEYCORP COMPANY
SUNTRUST CAPITAL MARKETS, INC.

     as Representatives of the several
     Underwriters to be named in the
     within-mentioned Purchase Agreement

c/o  Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
4 World Financial Center
New York, New York  10080

         Re:      Proposed Public Offering by Roper Industries, Inc.

Dear Sirs:

         The undersigned, a stockholder and an officer and/or director of Roper
Industries, Inc., a Delaware corporation (the "Company"), understands that
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), J.P Morgan Securities Inc., Wachovia Capital Markets, LLC,
Robert W. Baird & Co. Incorporated, JMP Securities LLC, McDonald Investments
Inc., a KeyCorp Company and SunTrust Capital Markets, Inc. propose to enter into
a Purchase Agreement (the "Purchase Agreement") with the Company providing for
the public offering of shares (the "Securities") of the Company's common stock,
par value $0.01 per share (the "Common Stock"). In recognition of the benefit
that such an offering will confer upon the undersigned as a stockholder and an
officer and/or director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each underwriter to be named in the Purchase Agreement
that, during a period of 90 days from the date of the Purchase Agreement, the
undersigned will not, without the prior written consent of Merrill Lynch,
directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of, or otherwise dispose of or
transfer any shares of the Company's Common Stock or any securities convertible
into or exchangeable or exercisable for Common Stock, whether now owned or
hereafter acquired by the undersigned or with respect to which the undersigned
has or hereafter acquires the power of disposition, or file, or cause to be
filed, any registration statement under the Securities Act of 1933, as amended,
with respect to any of the foregoing (collectively, the "Lock-Up Securities") or
(ii) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Lock-Up Securities, whether any such swap or transaction is
to be settled by delivery of Common Stock or other securities, in cash or
otherwise. This agreement shall not prohibit (1) the exercise of options to
acquire shares of Common Stock, (2) the disposition or sale of shares of Common

                                       B-1

Stock as necessary to pay the exercise price for "cashless" option exercises,
(3) the disposition or sale of shares of Common Stock as necessary to fund taxes
payable upon any such exercise or cashless exercise, and (4) sales or
dispositions of Common Stock to the Company.

                                        Very truly yours,

                                        Signature:
                                                  -----------------------------

                                        Print Name:
                                                   ----------------------------

                                       B-2

                                                                     EXHIBIT 1.2

                             PURCHASE AGREEMENT FOR
                 CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2034

                             ROPER INDUSTRIES, INC.

                            (a Delaware corporation)

                 Convertible Senior Subordinated Notes due 2034

                               PURCHASE AGREEMENT

Dated:  December 22, 2003

===============================================================================

                                                                  EXECUTION COPY

                             ROPER INDUSTRIES, INC.

                            (a Delaware corporation)

                            $506,304,000 at Maturity

                 Convertible Senior Subordinated Notes due 2034

                               PURCHASE AGREEMENT

                                                               December 22, 2003

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
               Incorporated
Banc One Capital Markets, Inc.
Robert W. Baird & Co. Incorporated
McDonald Investments Inc., a KeyCorp Company
SunTrust Capital Markets, Inc.
      as Representatives of the several Underwriters

c/o    Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
                 Incorporated
4 World Financial Center
New York, New York  10080

Ladies and Gentlemen:

         Roper Industries, Inc., a Delaware corporation (the "Company"),
confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") Banc One Capital Markets, Inc., Robert W.
Baird & Co. Incorporated, McDonald Investments Inc., a KeyCorp Company and
SunTrust Capital Markets, Inc., and each of the other Underwriters named in
Schedule A hereto (collectively, the "Underwriters", which term shall also
include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Merrill Lynch, Banc One Capital Markets, Inc., Robert W. Baird
& Co. Incorporated, McDonald Investments Inc., a KeyCorp Company and SunTrust
Capital Markets, Inc. are acting as representatives (in such capacity, the
"Representatives"), with respect to (i) the issue and sale by the Company and
the purchase by the Underwriters, acting severally and not jointly, of the
respective principal amounts at maturity set forth in said Schedule A of
$506,304,000 aggregate principal amount at maturity of the Company's Convertible
Senior Subordinated Notes due 2034 (the "Convertible Notes"), and (ii) with
respect to the grant by the Company to the Underwriters, acting severally and
not jointly, of the option described in Section 2(b) hereof to purchase all or
any part of an additional $75,945,000 principal amount at maturity of
Convertible Notes to cover overallotments, if any. The aforesaid $506,304,000
principal amount at maturity of Convertible Notes (the "Initial Securities") to
be purchased by the Underwriters and all or any part of the $75,945,000
principal amount at maturity of Convertible Notes subject to the option
described in Section 2(b) hereof (the "Option Securities") are hereinafter
called, collectively, the "Securities."

                                       1

The Securities are to be issued pursuant to the first supplemental indenture
dated as of December 29, 2003 to the indenture dated as of November 28, 2003
(the indenture as so supplemented, the "Indenture") between the Company and
SunTrust Bank, as trustee (the "Trustee"). Notes issued in book-entry form will
be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC")
pursuant to a letter agreement, to be dated prior to the First Delivery Date (as
defined in Section 2(b)) (the "DTC Agreement"), between the Company and DTC.

         The Securities are convertible into shares of common stock, par value
$0.01 per share, of the Company (the "Underlying Common Stock") in accordance
with the terms of the Securities and the Indenture, at the initial conversion
price specified in Schedule B hereto.

         The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representatives deem advisable after
this Agreement has been executed and delivered. The Indenture has been qualified
under the Trust Indenture Act of 1939, as amended (the "1939 Act").

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-110491), for the
registration of debt securities, common stock, stock purchase contracts and
equity units (including the Securities and the Underlying Common Stock) under
the Securities Act of 1933 (the "1933 Act"). Such registration statement was
declared effective by the Commission on December 1, 2003. Such registration
statement, as amended, including the financial statements, exhibits and
schedules thereto, in the form in which it was declared effective by the
Commission under the 1933 Act (the "1933 Act Regulations"), including all
documents incorporated or deemed incorporated by reference therein and any
information deemed to be a part thereof at the time of effectiveness pursuant to
Rule 430A (the "Rule 430A Information") under the 1933 Act or the Securities
Exchange Act of 1934 (the "1934 Act") is called the "Registration Statement."
Any registration statement filed pursuant to Rule 462(b) of the 1933 Act
Regulations is herein referred to as the "Rule 462(b) Registration Statement,"
and after such filing the term "Registration Statement" shall include the Rule
462(b) Registration Statement. The Company has prepared and filed with the
Commission a preliminary prospectus supplement relating to the Securities
together with the prospectus included in the Registration Statement at the time
it was declared effective (collectively, together with all documents
incorporated or deemed incorporated therein by reference, the "preliminary
prospectus"). Promptly after execution and delivery of this Agreement, the
Company will prepare and file a final prospectus supplement relating to the
Securities together with the prospectus included in the Registration Statement
at the time it was declared effective, in accordance with the provisions of Rule
424(b) of the 1933 Act. Such final prospectus supplement and prospectus in the
form first furnished to the Underwriters to confirm sales of the Securities,
together with all documents incorporated by reference therein pursuant to the
1933 Act or the 1934 Act, is herein called the "Prospectus." For purposes of
this Agreement, all references to the Registration Statement, any preliminary
prospectus, the Prospectus or any amendment or supplement to any of the
foregoing shall be deemed to include the copy filed with the Commission pursuant
to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR").

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or

                                       2

supplements to the Registration Statement, any preliminary prospectus or the
Prospectus shall be deemed to mean and include the filing of any document under
the Securities Exchange Act of 1934 (the "1934 Act"), which is incorporated by
reference in the Registration Statement, such preliminary prospectus or the
Prospectus, as the case may be.

         The Securities are being issued in connection with the Company's
redemption of its outstanding senior notes. The Company has also entered into a
purchase agreement dated as of December 22, 2003 (the "Common Stock Purchase
Agreement") with a group of underwriters in connection with the sale of
4,200,000 shares of common stock (the "Common Stock"), with an option to
purchase all or any part of 630,000 additional shares of Common Stock to cover
overallotments, if any. The Company also intends to enter into $625.0 million
principal amount of senior secured credit facilities in connection with the
Neptune Acquisition (the "New Senior Secured Credit Facilities") by and among
the Company, the other credit parties party thereto, JP Morgan Chase Bank as
administrative agent, Wachovia Bank National Association as syndication agent,
Merrill Lynch Capital Corporation as documentation agent and the lenders party
thereto. The Company intends to use all of the proceeds from the sale of the
Securities to redeem its outstanding senior notes. The Company intends to use
the proceeds from the Common Stock offering together with borrowings under the
New Senior Secured Credit Facilities to pay for the Neptune acquisition and the
cash portion of the DAP Technologies acquisition, repay the Company's existing
revolving credit facility and pay related fees and expenses.

         SECTION 1. Representations and Warranties.

         (a)      Representations and Warranties by the Company. The Company
represents and warrants to each Underwriter as of the date hereof, as of the
Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery
(if any) referred to in Section 2(b) hereof, and agrees with each Underwriter,
as follows:

                  (i)      Compliance with Registration Requirements. The
         Company meets the requirements for use of Form S-3 under the 1933 Act
         and has complied with the requirements of Rule 415 with respect to the
         Registration Statement. Each of the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendment thereto
         has become effective under the 1933 Act and no stop order suspending
         the effectiveness of the Registration Statement, any Rule 462(b)
         Registration Statement or any post-effective amendment thereto has been
         issued under the 1933 Act and no proceedings for that purpose have been
         instituted or are pending or, to the knowledge of the Company, are
         contemplated by the Commission, and any request on the part of the
         Commission for additional information has been complied with.

                  At the respective times the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendments thereto
         became effective and at the date hereof (and, if any Option Securities
         are purchased, at the Date of Delivery), the Registration Statement,
         the Rule 462(b) Registration Statement and any amendments and
         supplements thereto complied and will comply in all material respects
         with the requirements of the 1933 Act and the 1933 Act Regulations, the
         1934 Act and the 1934 Act Regulations and the 1939 Act and the rules
         and regulations of the Commission under the 1939 Act (the "1939 Act
         Regulations") and did not and will not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.
         Neither the Prospectus nor any amendments or supplements thereto, at
         the time the Prospectus or any such amendment or supplement was issued
         and at the Closing Time (and, if any Option Securities are

                                       3

         purchased, at the Date of Delivery), included or will include an untrue
         statement of a material fact or omitted or will omit to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.
         The representations and warranties in this subsection shall not apply
         to statements in or omissions from the Registration Statement or
         Prospectus made in reliance upon and in conformity with written
         information furnished to the Company by any Underwriter expressly for
         use in the Registration Statement (or any amendment thereto) or the
         Prospectus (or any amendment or supplement thereto).

                  Each preliminary prospectus and the prospectus filed as part
         of the Registration Statement as originally filed or as part of any
         amendment thereto complied when so filed in all material respects with
         the 1933 Act Regulations and each preliminary prospectus and the
         Prospectus delivered to the Underwriters for use in connection with
         this offering was identical to the electronically transmitted copies
         thereof filed with the Commission pursuant to EDGAR, except to the
         extent permitted by Regulation S-T.

                  (ii)     Incorporated Documents. The documents incorporated or
         deemed to be incorporated by reference in the Registration Statement
         and the Prospectus, at the time they were or hereafter are filed with
         the Commission, complied and will comply in all material respects with
         the requirements of the 1934 Act and the rules and regulations of the
         Commission thereunder (the "1934 Act Regulations"), at the time they
         were or are filed, they did not and will not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading.

                  (iii)    Independent Accountants. PricewaterhouseCoopers LLP,
         who certified the financial statements and supporting schedules
         included in the Registration Statement, is an independent public
         accountant with respect to the Company as required by the 1933 Act and
         the 1933 Act Regulations. PricewaterhouseCoopers LLP has not provided
         to the Company or its subsidiaries any non-audit services, the
         provision of which is prohibited by applicable law or accounting
         standards. To the knowledge of the Company, PricewaterhouseCoopers LLP,
         who certified Neptune's financial statements included in the
         Registration Statement, is an independent public accountant with
         respect to Neptune as required by the 1933 Act and the 1933 Act
         Regulations.

                  (iv)     Financial Statements. The financial statements
         included in the Registration Statement and the Prospectus, together
         with the related schedules and notes, present fairly in all material
         respects the financial position of the Company and its consolidated
         subsidiaries at the dates indicated and the statement of operations,
         stockholders' equity and cash flows of the Company and its consolidated
         subsidiaries for the periods specified; said financial statements have
         been prepared in conformity with generally accepted accounting
         principles ("GAAP") applied on a consistent basis throughout the
         periods involved. To the knowledge of the Company, the financial
         statements of Neptune included in the Registration Statement and the
         Prospectus, together with the related schedules and notes, present
         fairly in all material respects the financial position of Neptune and
         its consolidated subsidiaries at the dates indicated and the statement
         of operations, stockholders' equity and cash flows of Neptune and its
         consolidated subsidiaries for the periods specified; said financial
         statements have been prepared in conformity with generally accepted
         accounting principles ("GAAP") applied on a consistent basis throughout
         the periods involved. The pro forma financial statements and the
         related notes thereto included in the Registration Statement and the
         Prospectus

                                       4

         present fairly in all material respects the information shown therein,
         have been prepared in accordance with the Commission's rules and
         guidelines with respect to pro forma financial statements and have been
         properly compiled on the bases described therein, and in the Company's
         opinion the assumptions used in the preparation thereof are reasonable
         and the adjustments used therein are appropriate to give effect to the
         transactions referred to therein.

                  (v)      No Material Adverse Change in Business. Since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectus, except as otherwise stated therein, (A)
         there has been no material adverse change in the condition, financial
         or otherwise, or in the earnings, business affairs or business
         prospects of the Company and its subsidiaries considered as one
         enterprise, whether or not arising in the ordinary course of business
         (a "Material Adverse Effect"), (B) there have been no transactions
         entered into by the Company or any of its subsidiaries, other than
         those in the ordinary course of business, which are material with
         respect to the Company and its subsidiaries considered as one
         enterprise, and (C) except for regular dividends on the Common Stock in
         amounts per share that are consistent with past practice, there has
         been no dividend or distribution of any kind declared, paid or made by
         the Company on any class of its capital stock.

                  (vi)     Good Standing of the Company. The Company has been
         duly organized and is validly existing as a corporation in good
         standing under the laws of the State of Delaware and has corporate
         power and authority to own, lease and operate its properties and to
         conduct its business as described in the Prospectus and to enter into
         and perform its obligations under this Agreement; and the Company is
         duly qualified as a foreign corporation to transact business and is in
         good standing in each other jurisdiction in which such qualification is
         required, whether by reason of the ownership or leasing of property or
         the conduct of business, except where the failure so to qualify or to
         be in good standing could not reasonably be expected to result in a
         Material Adverse Effect.

                  (vii)    Good Standing of Subsidiaries. Each subsidiary of the
         Company over which the Company controls a majority of the vote or has a
         majority of the economic interest has been duly organized and is
         validly existing as a corporation, partnership or limited liability
         company (or the equivalent concept in a foreign jurisdiction) in good
         standing under the laws of the jurisdiction of its incorporation or
         organization, has corporate power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Prospectus and is duly qualified as a foreign corporation, partnership
         or limited liability company to transact business and is in good
         standing in each jurisdiction in which such qualification is required,
         whether by reason of the ownership or leasing of property or the
         conduct of business, except where the failure so to qualify or to be in
         good standing could not reasonably be expected to result in a Material
         Adverse Effect; except as otherwise disclosed in the Registration
         Statement, all of the issued and outstanding capital stock, limited
         partnership interests or membership interests of each such subsidiary
         has been duly authorized and validly issued, is fully paid and
         non-assessable and is owned by the Company, directly or through
         subsidiaries, free and clear of any security interest, mortgage,
         pledge, lien, encumbrance, claim or equity; none of the outstanding
         shares of capital stock, limited partnership interests or membership
         interests of any subsidiary was issued in violation of the preemptive
         or similar rights of any securityholder of such subsidiary.

                                       5

                  (viii)   Capitalization. The authorized, issued and
         outstanding capital stock of the Company is as set forth in the
         Prospectus in the column entitled "Actual" under the caption
         "Capitalization" as of the date shown in the Prospectus (except for
         subsequent issuances, if any, pursuant to this Agreement, pursuant to
         reservations, agreements or employee benefit plans referred to in the
         Prospectus or pursuant to the exercise of convertible securities or
         options referred to in the Prospectus. The shares of issued and
         outstanding capital stock of the Company have been duly authorized and
         validly issued and are fully paid and non-assessable; none of the
         outstanding shares of capital stock of the Company was issued in
         violation of the preemptive or other similar rights of any
         securityholder of the Company.

                  (ix)     Power and Authority. The Company has all requisite
         corporate or such other similar power and authority to enter into and
         perform its obligations under this Agreement, the Indenture, the
         Securities, the Underlying Common Stock, the New Senior Secured Credit
         Facilities, the DTC Agreement and the Stock Purchase Agreement, in each
         case to the extent a party thereto, and to consummate all the
         transactions in connection therewith as contemplated in the
         Registration Statement and the Prospectus.

                  (x)      Authorization of Agreement. This Agreement has been
         duly authorized, executed, and delivered by the Company.

                  (xi)     Authorization of the Indenture. The Indenture has
         been duly authorized by the Company and duly qualified under the 1939
         Act and, when duly executed and delivered by the Company and the
         Trustee, will constitute a valid and binding agreement of the Company,
         enforceable against the Company in accordance with its terms, except as
         the enforcement thereof may be limited by bankruptcy, insolvency
         (including, without limitation, all laws relating to fraudulent
         transfers), reorganization, moratorium or similar laws affecting
         enforcement of creditors' rights generally and except as enforcement
         thereof is subject to general principles of equity (regardless of
         whether enforcement is considered in a proceeding in equity or at law).

                  (xii)    Authorization of the Securities. The Securities have
         been duly authorized and, at the Closing Time, will have been duly
         executed by the Company and, when authenticated, issued and delivered
         in the manner provided for in the Indenture and delivered against
         payment of the purchase price therefor as provided in this Agreement,
         will constitute valid and binding obligations of the Company,
         enforceable against the Company in accordance with their terms, except
         as the enforcement thereof may be limited by bankruptcy, insolvency
         (including, without limitation, all laws relating to fraudulent
         transfers), reorganization, moratorium or similar laws affecting
         enforcement of creditors' rights generally and except as enforcement
         thereof is subject to general principles of equity (regardless of
         whether enforcement is considered in a proceeding in equity or at law),
         and will be in the form contemplated by, and entitled to the benefits
         of, the Indenture.

                  (xiii)   Authorization and Description of the Underlying
         Common Stock. The Underlying Common Stock conforms to all statements
         relating thereto contained or incorporated by reference in the
         Prospectus. Upon issuance and delivery of the Securities in accordance
         with this Agreement and the Indenture, the Securities will be
         convertible at the option of the holder thereof for shares of
         Underlying Common Stock in accordance with the terms of the Securities
         and the Indenture; the shares of Underlying Common Stock issuable upon
         conversion of the Securities have been duly authorized and reserved

                                       6

         for issuance upon such conversion by all necessary corporate action and
         such shares, when issued upon such conversion, will be validly issued
         and will be fully paid and non-assessable; no holder of such shares
         will be subject to debts or liabilities of the Company by reason of
         being such a holder; and the issuance of such shares upon such
         conversion will not be subject to the preemptive or other similar
         rights of any securityholder of the Company.

                  (xiv)    Authorization of the Stock Purchase Agreement. The
         Stock Purchase Agreement has been duly authorized, executed and
         delivered by the Company and constitutes a valid and binding agreement
         of the Company enforceable against the Company in accordance with its
         terms, subject, as to enforcement of remedies, to bankruptcy,
         insolvency, reorganization, moratorium or similar laws affecting the
         rights and remedies of creditors generally and the effect of general
         principles of equity.

                  (xv)     Authorization of the New Senior Secured Credit
         Facilities. The New Senior Secured Credit Facilities have been
         authorized by the Company and, when executed and delivered by the
         Company, will constitute valid and binding agreements of the Company
         enforceable against the Company in accordance with their terms,
         subject, as to enforcement of remedies, to bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting the rights and
         remedies of creditors generally and to the effect of general principles
         of equity.

                  (xvi)    Description of the Securities, the Indenture, the New
         Senior Secured Credit Facilities and the Stock Purchase Agreement. The
         Securities, the Indenture, the New Senior Secured Credit Facilities and
         the Stock Purchase Agreement will conform in all material respects to
         the respective statements relating thereto contained in the Prospectus
         and will be in substantially the respective forms filed or incorporated
         by reference, as the case may be, as exhibits to the Registration
         Statement.

                  (xvii)   Absence of Defaults and Conflicts. Neither the
         Company nor any of its subsidiaries is in violation of its charter or
         by-laws or in default in the performance or observance of any
         obligation, agreement, covenant or condition contained in any contract,
         indenture, mortgage, deed of trust, loan or credit agreement, note,
         lease or other agreement or instrument to which the Company or any of
         its subsidiaries is a party or by which it or any of them may be bound,
         or to which any of the property or assets of the Company or any
         subsidiary is subject (collectively, "Agreements and Instruments")
         except for such defaults that could not reasonably be expected to
         result in a Material Adverse Effect; and the execution, delivery and
         performance of this Agreement, the Indenture, the New Senior Secured
         Credit Facilities, the DTC Agreement and the Stock Purchase Agreement
         and the consummation of the transactions contemplated herein and
         therein and in the Registration Statement after giving pro forma effect
         to all such transactions collectively (including the issuance and sale
         of the Securities and the use of the proceeds from the sale of the
         Securities as described in the Prospectus under the caption "Use of
         Proceeds" and the issuance of the shares of Underlying Common Stock
         issuable upon conversion of the Securities) and compliance by the
         Company with its obligations hereunder and under the Indenture and the
         Securities have been duly authorized by all necessary corporate action
         and do not and will not, whether with or without the giving of notice
         or passage of time or both, conflict with or constitute a breach of, or
         default or Repayment Event (as defined below) under, or result in the
         creation or imposition of any lien, charge or encumbrance upon any
         property or assets of the Company or any subsidiary pursuant to, the
         Agreements and Instruments (except for

                                       7

         such conflicts, breaches, defaults or Repayment Events or liens,
         charges or encumbrances that, singly or in the aggregate, could not
         reasonably be expected to result in a Material Adverse Effect), nor
         will such action result in any violation (except for such violations
         that, singly or in the aggregate, could not reasonably be expected to
         result in a Material Adverse Effect) of the provisions of the charter
         or by-laws of the Company or any subsidiary or any applicable law,
         statute, rule, regulation, judgment, order, writ or decree of any
         government, government instrumentality or court, domestic or foreign,
         having jurisdiction over the Company or any subsidiary or any of their
         assets, properties or operations. As used herein, a "Repayment Event"
         means any event or condition which gives the holder of any note,
         debenture or other evidence of indebtedness (or any person acting on
         such holder's behalf) the right to require the repurchase, redemption
         or repayment of all or a portion of such indebtedness by the Company or
         any subsidiary.

                  (xviii)  Absence of Labor Dispute. No labor dispute with the
         employees of the Company or any subsidiary exists or, to the knowledge
         of the Company, is imminent, and the Company is not aware of any
         existing or imminent labor disturbance by the employees of any of its
         or any subsidiary's principal suppliers, manufacturers, customers or
         contractors, which, in either case, could reasonably be expected to
         result in a Material Adverse Effect.

                  (xix)    Absence of Proceedings. Except as disclosed in the
         Prospectus, there is no action, suit, proceeding, inquiry or
         investigation before or brought by any court or governmental agency or
         body, domestic or foreign, now pending, or, to the knowledge of the
         Company, threatened, against or affecting the Company or any
         subsidiary, which is required to be disclosed in the Registration
         Statement (other than as disclosed therein), or which, singly or in the
         aggregate, could reasonably be expected to result in a Material Adverse
         Effect, or which, singly or in the aggregate, could reasonably be
         expected to materially and adversely affect the properties or assets
         thereof or the consummation of the transactions contemplated in this
         Agreement or the performance by the Company of its obligations
         hereunder.

                  (xx)     Possession of Intellectual Property. The Company and
         its subsidiaries own or possess, or can acquire on reasonable terms,
         adequate patents, patent rights, licenses, inventions, copyrights,
         know-how (including trade secrets and other unpatented and/or
         unpatentable proprietary or confidential information, systems or
         procedures), trademarks, service marks, trade names or other
         intellectual property (collectively, "Intellectual Property") necessary
         to carry on the business now operated by them, except where the failure
         to own or have the right to use could not reasonably be expected to
         have a Material Adverse Effect, and neither the Company nor any of its
         subsidiaries has received any notice or is otherwise aware of any
         infringement of or conflict with asserted rights of others with respect
         to any Intellectual Property or of any facts or circumstances which
         would render any Intellectual Property invalid or inadequate to protect
         the interest of the Company or any of its subsidiaries therein, and
         which infringement or conflict (if the subject of any unfavorable
         decision, ruling or finding) or invalidity or inadequacy, singly or in
         the aggregate, could reasonably be expected to result in a Material
         Adverse Effect.

                  (xxi)    Stabilization or Manipulation. Neither the Company
         nor any affiliate of the Company has taken, nor will the Company or any
         affiliate take, directly or indirectly, any action which is designed to
         or which has constituted or which would be expected to cause or result
         in stabilization or manipulation of the price of any security of the

                                       8

         Company to facilitate the sale or resale of the Securities or the
         Underlying Common Stock. The Company has not distributed and, prior to
         the later to occur of (i) the Closing Time and (ii) completion of the
         distribution of the Securities, will not distribute any offering
         material in connection with the offering and sale of the Securities
         other than the preliminary or final prospectus, if any, permitted by
         the 1933 Act and approved by the Representatives.

                  (xxii)   Absence of Further Requirements. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency is necessary or required for the performance by the Company of
         its obligations hereunder, in connection with the offering, issuance or
         sale of the Securities hereunder, the issuance of shares of Underlying
         Common Stock upon conversion of the Securities, the consummation of the
         transactions contemplated by this Agreement or for the due execution,
         delivery or performance of this Agreement, the Indenture, the DTC
         Agreement, the New Senior Secured Credit Facilities or the Stock
         Purchase Agreement by the Company, except such as have been already
         obtained or as may be required under the 1933 Act or the 1933 Act
         Regulations or state securities laws and except for the qualification
         of the Indenture under the 1939 Act.

                  (xxiii)  Possession of Licenses and Permits. The Company and
         its subsidiaries possess such permits, licenses, approvals, consents
         and other authorizations (collectively, "Governmental Licenses") issued
         by the appropriate federal, state, local or foreign regulatory agencies
         or bodies necessary to conduct the business now operated by them,
         except where the failure so to possess could not, singly or in the
         aggregate, reasonably be expected to result in a Material Adverse
         Effect; the Company and its subsidiaries are in compliance with the
         terms and conditions of all such Governmental Licenses, except where
         the failure so to comply could not, singly or in the aggregate,
         reasonably be expected to result in a Material Adverse Effect; all of
         the Governmental Licenses are valid and in full force and effect,
         except when the invalidity of such Governmental Licenses or the failure
         of such Governmental Licenses to be in full force and effect could not,
         singly or in the aggregate, reasonably be expected to result in a
         Material Adverse Effect; and neither the Company nor any of its
         subsidiaries has received any notice of proceedings relating to the
         revocation or modification of any such Governmental Licenses which,
         singly or in the aggregate, if the subject of an unfavorable decision,
         ruling or finding, could reasonably be expected to result in a Material
         Adverse Effect.

                  (xxiv)   Title to Property. The Company and its subsidiaries
         have good and marketable title to all real property owned by the
         Company and its subsidiaries and good title to all material personal
         property owned by them, in each case, free and clear of all mortgages,
         pledges, liens, security interests, claims, restrictions or
         encumbrances of any kind except such as (a) are described in the
         Prospectus or (b) do not, singly or in the aggregate, materially affect
         the value of such property and do not interfere with the use made and
         proposed to be made of such property by the Company or any of its
         subsidiaries; and all of the leases and subleases material to the
         business of the Company and its subsidiaries, considered as one
         enterprise, and under which the Company or any of its subsidiaries
         holds properties described in the Prospectus, are in full force and
         effect, and neither the Company nor any subsidiary has any notice of
         any material claim of any sort that has been asserted by anyone adverse
         to the rights of the Company or any subsidiary under such material
         lease or sublease, or affecting or questioning the rights of the
         Company or such subsidiary to the continued possession of the leased or
         subleased premises under any such material lease or sublease.

                                       9

                  (xxv)    Tax Returns. All United States federal income tax
         returns of the Company and its subsidiaries required by law to be filed
         have been filed, except where the failure to file such returns could
         not, singly or in the aggregate, reasonably be expected to have a
         Material Adverse Effect, and all taxes shown by such returns or
         otherwise assessed, which are due and payable, have been paid, except
         assessments against which appeals have been or will be promptly taken
         and as to which adequate reserves have been provided. The Company and
         its subsidiaries have filed all other tax returns that are required to
         have been filed by them pursuant to applicable foreign, federal, state,
         local or other law except insofar as the failure to file such returns
         could not reasonably be expected to result in a Material Adverse
         Effect, and have paid all taxes due pursuant to such returns or
         pursuant to any assessment received by the Company and its
         subsidiaries, except for such taxes, if any, as are being contested in
         good faith and by appropriate proceedings and as to which adequate
         reserves have been provided. The charges, accruals and reserves on the
         books of the Company in respect of all federal, state, local and
         foreign tax liabilities of the Company and its subsidiaries for any
         years not finally determined are adequate to meet any assessments or
         re-assessments for additional income tax for any years not finally
         determined, except to the extent of any inadequacy that could not
         reasonably be expected to result in a Material Adverse Effect.

                  (xxvi)   Insurance. The Company and its subsidiaries carry or
         are entitled to the benefits of insurance, with financially sound and
         reputable insurers, in such amounts, containing such deductibles and
         covering such risks as commercially prudent under the circumstances,
         except where the failure to do so could not, singly or in the
         aggregate, reasonably be expected to have a Material Adverse Effect,
         and all such insurance is in full force and effect.

                  (xxvii)  Related Party Transactions. No relationship, direct
         or indirect, exists between or among any of the Company or any
         affiliate of the Company on the one hand, and any former or current
         director, officer, stockholder, customer or supplier of any of them, on
         the other hand, which is required by the 1933 Act or by the rules and
         regulations enacted thereunder to be described in the Registration
         Statement or the Prospectus which is not so described or is not
         described as required.

                  (xxviii) Suppliers. No contract manufacturer or supplier of
         merchandise to the Company or any of its subsidiaries has ceased
         shipments of merchandise to the Company or any of its subsidiaries
         since September 30, 2003, other than in the normal and ordinary course
         of business consistent with past practices, which cessation could not
         reasonably be expected to result in a Material Adverse Effect.

                  (xxix)   Accounting Controls. The Company and its consolidated
         subsidiaries maintain a system of internal accounting controls
         sufficient to provide reasonable assurances that (A) transactions are
         executed in accordance with management's authorization; (B)
         transactions are recorded as necessary to permit preparation of
         financial statements in conformity with generally accepted accounting
         principles and to maintain accountability for assets; (C) access to
         assets is permitted only in accordance with management's authorization;
         (D) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences; (E) material information relating to
         the Company and its consolidated subsidiaries is promptly made known to
         the officers responsible for establishing and maintaining the system of
         internal accounting controls; and (F) any significant deficiencies or
         weaknesses in the design or operation of internal accounting

                                       10

         controls which could adversely affect the Company's ability to record,
         process, summarize and report financial data, and any fraud whether or
         not material that involves management or other employees who have a
         significant role in internal controls, are adequately and promptly
         disclosed to the Company's independent auditors and the audit committee
         of the Company's board of directors.

                  (xxx)    Disclosure Controls. The Company and its consolidated
         subsidiaries employ disclosure controls and procedures that are
         designed to ensure that information required to be disclosed by the
         Company in the reports that it files or submits under the Exchange Act
         is recorded, processed, summarized and reported, within the time
         periods specified in the Commission's rules and forms, and is
         accumulated and communicated to the Company's management, including its
         principal executive officer or officers and principal financial officer
         or officers, as appropriate to allow timely decisions regarding
         disclosure.

                  (xxxi)   Investment Company Act. The Company is not required,
         and upon the issuance and sale of the Securities as herein contemplated
         and the application of the net proceeds therefrom as described in the
         Prospectus will not be required, to register as an "investment company"
         under the Investment Company Act of 1940, as amended (the "1940 Act").

                  (xxxii)  Environmental Laws. Except as described in the
         Registration Statement and except as could not, singly or in the
         aggregate, reasonably be expected to result in a Material Adverse
         Effect, (A) neither the Company nor any of its subsidiaries is in
         violation of any federal, state, local or foreign statute, law, rule,
         regulation, ordinance, code, policy or rule of common law or any
         judicial or administrative interpretation thereof, including any
         judicial or administrative order, consent, decree or judgment, relating
         to pollution or protection of human health, the environment (including,
         without limitation, ambient air, surface water, groundwater, land
         surface or subsurface strata) or wildlife, including, without
         limitation, laws and regulations relating to the release or threatened
         release of chemicals, pollutants, contaminants, wastes, toxic
         substances, hazardous substances, petroleum or petroleum products or
         asbestos-containing materials (collectively, "Hazardous Materials") or
         to the manufacture, processing, distribution, use, treatment, storage,
         disposal, transport or handling of Hazardous Materials (collectively,
         "Environmental Laws"), (B) the Company and its subsidiaries have all
         permits, authorizations and approvals required under any applicable
         Environmental Laws and are each in compliance with their requirements,
         (C) there are no pending or, to the knowledge of the Company,
         threatened administrative, regulatory or judicial actions, suits,
         demands, demand letters, claims, liens, notices of noncompliance or
         violation, investigation or proceedings relating to any Environmental
         Law against the Company or any of its subsidiaries and (D) there are no
         events or circumstances that would reasonably be expected to form the
         basis of an order for clean-up or remediation, or an action, suit or
         proceeding by any private party or governmental body or agency, against
         or affecting the Company or any of its subsidiaries relating to
         Hazardous Materials or any Environmental Laws.

                  (xxxiii) Stock Purchase Agreement. To the knowledge of the
         Company, the representations and warranties of Neptune contained in the
         Stock Purchase Agreement are true and correct in all material respects.
         All consents from third parties and government entities necessary to
         consummate the Neptune Acquisition have been obtained.

                                       11

                  (xxxiv)  Tax Treatment of Convertible Notes. The Company
         believes, based on the advice of its tax counsel, that the Convertible
         Notes will be treated as indebtedness for U.S. federal income tax
         purposes and will be subject to U.S. Treasury regulations section
         1.1275-4(b).

                  (xxxv)   Registration Rights. There are no persons with
         registration rights or other similar rights to have any securities
         registered pursuant to the Registration Statement.

         (b)      Officer's Certificates. Any certificate signed by any officer
of the Company or any of its subsidiaries delivered to the Representatives or to
counsel for the Underwriters shall be deemed a representation and warranty by
the Company to each Underwriter as to the matters covered thereby.

         SECTION 2. Sale and Delivery to Underwriters; Closing.

         (a)      Initial Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter, severally and not jointly, agrees to purchase
from the Company, at the price set forth in Schedule B, the aggregate principal
amount at maturity of Initial Securities set forth in Schedule A opposite the
name of such Underwriter, plus any additional aggregate principal amount at
maturity of Initial Securities which such Underwriter may become obligated to
purchase pursuant to the provisions of Section 10 hereof.

         (b)      Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the
Underwriters, severally and not jointly, to purchase up to an additional
$75,945,000 principal amount at maturity of Securities at the same price set
forth in Schedule B for the Initial Securities, plus accrued interest, if any,
from the Closing Date to the Date of Delivery (as defined below). The option
hereby granted will expire 13 days after the date of the issuance of the Initial
Securities and may be exercised in whole or in part from time to time only for
the purpose of covering overallotments which may be made in connection with the
offering and distribution of the Initial Securities upon notice by Merrill Lynch
to the Company setting forth the number of Option Securities as to which the
several Underwriters are then exercising the option and the time and date of
payment and delivery for such Option Securities, which shall be no earlier than
two business days following the date on which the Company receives such notice
or as otherwise agreed to by the parties hereto. Subject to the foregoing, any
such time and date of delivery (a "Date of Delivery") shall be determined by
Merrill Lynch, but shall not be later than seven full business days after the
exercise of said option, nor in any event prior to the Closing Time, as
hereinafter defined. If the option is exercised as to all or any portion of the
Option Securities, each of the Underwriters, acting severally and not jointly,
will purchase that proportion of the aggregate principal amount at maturity of
Option Securities then being purchased which the aggregate principal amount at
maturity of Initial Securities set forth in Schedule A opposite the name of such
Underwriter bears to the aggregate principal amount of Initial Securities.

         (c)      Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of King &
Spalding LLP, 191 Peachtree Street, Atlanta, GA 30303, or at such other place as
shall be agreed upon by the Representatives and the Company, at 9:00 A.M.
(Eastern time) on December 29, 2003 (unless postponed in accordance

                                       12

with the provisions of Section 10), or such other time not later than ten
business days after such date as shall be agreed upon by the Representatives and
the Company (such time and date of payment and delivery being herein called
"Closing Time").

         In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representatives
and the Company, on each Date of Delivery as specified in the notice from the
Representatives to the Company.

         Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representatives, through the facilities of the DTC, for the respective
accounts of the Underwriters of the Securities to be purchased by them. It is
understood that each Underwriter has authorized the Representatives, for its
account, to accept delivery of, receipt for, and make payment of the purchase
price for, the Initial Securities and the Option Securities, if any, which it
has agreed to purchase. Merrill Lynch, individually and not as representative of
the Underwriters, may (but shall not be obligated to) make payment of the
purchase price for the Initial Securities or the Option Securities, if any, to
be purchased by any Underwriter whose funds have not been received by the
Closing Time or the relevant Date of Delivery, as the case may be, but such
payment shall not relieve such Underwriter from its obligations hereunder.

         SECTION 3. Covenants of the Company. The Company covenants with each
Underwriter as follows:

                  (a)      Compliance with Securities Regulations and Commission
         Requests. The Company, subject to Section 3(b), will comply with the
         requirements of Rule 430A and will notify the Representatives
         immediately (i) when any post-effective amendment to the Registration
         Statement shall become effective, or any supplement to the Prospectus
         or any amended Prospectus, in each case relating to the Securities,
         shall have been filed, (ii) of the receipt of any comments from the
         Commission relating to the Prospectus or the Registration Statement,
         (iii) of any request by the Commission for any amendment to the
         Registration Statement or any amendment or supplement to the Prospectus
         or any document incorporated by reference therein and (iv) of the
         issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or of any order preventing
         or suspending the use of any preliminary prospectus, or of the
         suspension of the qualification of the Securities for offering or sale
         in any jurisdiction, or of the initiation or threatening of any
         proceedings for any of such purposes. The Company will effect the
         filings of the preliminary prospectus and the Prospectus as necessary
         pursuant to Rule 424(b) in compliance with such rule. The Company will
         make every reasonable effort to prevent the issuance of any stop order
         and, if any stop order is issued, to obtain the lifting thereof at the
         earliest possible moment.

                  (b)      Filing of Amendments. Until the end of the period
         during which a Prospectus is required to be delivered under the 1933
         Act in connection with the offering of Securities, the Company will
         give the Representatives notice of its intention to file or prepare any
         amendment to the Registration Statement (including any filing under
         Rule 462(b)) or any amendment, supplement or revision to either the
         prospectus included in the Registration Statement at the time it became
         effective or to the Prospectus, but in either case only to the extent
         that such amendment, supplement or revision relates to the Securities
         to be sold hereunder, whether pursuant to the 1933 Act, the 1934 Act or

                                       13

         otherwise, will furnish the Representatives with copies of any such
         documents a reasonable amount of time prior to such proposed filing or
         use, as the case may be, and will not file or use any such document to
         which the Representatives or counsel for the Underwriters shall object.
         This subsection (b) shall not apply to regular filings of periodic or
         current reports pursuant to the 1934 Act.

                  (c)      Delivery of Registration Statements. The Company has
         furnished or will deliver to the Representatives and counsel for the
         Underwriters, without charge, signed copies of the Registration
         Statement as originally filed and of each amendment thereto relating to
         the Securities (including exhibits filed therewith or incorporated by
         reference therein and documents incorporated or deemed to be
         incorporated by reference therein) and signed copies of all consents
         and certificates of experts, and will also deliver to the
         Representatives, without charge, a conformed copy of the Registration
         Statement as originally filed and of each amendment thereto relating to
         the Securities (without exhibits) for each of the Underwriters. The
         copies of the Registration Statement and each amendment thereto
         furnished to the Underwriters will be identical to the electronically
         transmitted copies thereof filed with the Commission pursuant to EDGAR,
         except to the extent permitted by Regulation S-T.

                  (d)      Delivery of Prospectuses. The Company has delivered
         to each Underwriter, without charge, as many copies of each preliminary
         prospectus as such Underwriter reasonably requested, and the Company
         hereby consents to the use of such copies for purposes permitted by the
         1933 Act. The Company will furnish to each Underwriter, without charge,
         during the period when the Prospectus is required to be delivered under
         the 1933 Act, such number of copies of the Prospectus (as amended or
         supplemented) as such Underwriter may reasonably request. The
         Prospectus and any amendments or supplements thereto furnished to the
         Underwriters will be identical to the electronically transmitted copies
         thereof filed with the Commission pursuant to EDGAR, except to the
         extent permitted by Regulation S-T.

                  (e)      Continued Compliance with Securities Laws. The
         Company will comply with the 1933 Act and the 1933 Act Regulations, the
         1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so
         as to permit the completion of the distribution of the Securities as
         contemplated in this Agreement and in the Prospectus. If at any time
         when a prospectus is required by the 1933 Act to be delivered in
         connection with sales of the Securities, any event shall occur or
         condition shall exist as a result of which it is necessary, in the
         opinion of counsel for the Underwriters or for the Company, to amend
         the Registration Statement or amend or supplement the Prospectus in
         order that the Prospectus will not include any untrue statements of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein not misleading in the light of the
         circumstances existing at the time it is delivered to a purchaser, or
         if it shall be necessary, in the opinion of such counsel, at any such
         time to amend the Registration Statement or amend or supplement the
         Prospectus in order to comply with the requirements of the 1933 Act or
         the 1933 Act Regulations, the Company will promptly prepare and file
         with the Commission, subject to Section 3(b), such amendment or
         supplement as may be necessary to correct such statement or omission or
         to make the Registration Statement or the Prospectus comply with such
         requirements, and the Company will furnish to the Underwriters such
         number of copies of such amendment or supplement as the Underwriters
         may reasonably request.

                                       14

                  (f)      Blue Sky Qualifications. The Company will use its
         best efforts, in cooperation with the Underwriters, to qualify the
         Securities and the shares of Underlying Common Stock issuable upon
         conversion of Securities for offering and sale under the applicable
         securities laws of such states and other jurisdictions (domestic or
         foreign) as the Representatives may designate and to maintain such
         qualifications in effect for a period of not less than one year from
         the later of the effective date of the Registration Statement and any
         Rule 462(b) Registration Statement; provided, however, that the Company
         shall not be obligated to file any general consent to service of
         process or to qualify as a foreign corporation or as a dealer in
         securities in any jurisdiction in which it is not so qualified or to
         subject itself to taxation in respect of doing business in any
         jurisdiction in which it is not otherwise so subject. The Company will
         also supply the Underwriters with such information as is necessary for
         the determination of the legality of the Securities for investment
         under the laws of such jurisdictions as the Underwriters may request.

                  (g)      Rule 158. The Company will timely file such reports
         pursuant to the 1934 Act as are necessary in order to make generally
         available to its securityholders as soon as practicable an earnings
         statement for the purposes of, and to provide the benefits contemplated
         by, the last paragraph of Section 11(a) of the 1933 Act.

                  (h)      Reservation of Securities. The Company will reserve
         and keep available at all times, free of preemptive or other similar
         rights, a sufficient number of shares of common stock, for the purpose
         of enabling the Company to satisfy any obligations to issue such
         Underlying Common Stock upon conversion of the Securities.

                  (i)      Use of Proceeds. The Company will use the net
         proceeds received by it from the sale of the Securities in the manner
         specified in the Prospectus under "Use of Proceeds".

                  (j)      Rating of Securities. The Company shall take all
         reasonable action necessary to enable Standard & Poor's Rating
         Services, a division of McGraw Hill, Inc. ("S&P"), and Moody's
         Investors Service, Inc. ("Moody's"), to provide the credit ratings of
         the Securities.

                  (k)      Listing. The Company will use its best efforts to
         effect the listing of the Underlying Common Stock issuable upon
         conversion of the Securities on the New York Stock Exchange.

                  (l)      Restriction on Sale of Securities. During a period of
         180 days from the date of the Prospectus, the Company will not, without
         the prior written consent of Merrill Lynch, directly or indirectly,
         issue, sell, offer or contract to sell, grant any option for the sale
         of, or otherwise transfer or dispose of, any debt securities of the
         Company.

                  (m)      Restriction on Sale of Underlying Common Stock.
         During a period of 90 days from the date of the Prospectus, the Company
         will not, without the prior written consent of Merrill Lynch, (i)
         directly or indirectly, offer, pledge, sell, contract to sell, sell any
         option or contract to purchase, purchase any option or contract to
         sell, grant any option, right or warrant to purchase or otherwise
         transfer or dispose of any share of Underlying Common Stock or any
         securities convertible into or exercisable or exchangeable for
         Underlying Common Stock or file any registration statement under the
         1933 Act with respect to any of the foregoing or (ii) enter into any
         swap or any other

                                       15

         agreement or any transaction that transfers, in whole or in part,
         directly or indirectly, the economic consequence of ownership of the
         Underlying Common Stock, whether any such swap or transaction described
         in clause (i) or (ii) above is to be settled by delivery of Underlying
         Common Stock or such other securities, in cash or otherwise. The
         foregoing sentence shall not apply to (A) the Securities to be sold
         hereunder, (B) any shares of Underlying Common Stock issued by the
         Company upon the exercise of an option or warrant or the conversion of
         a security outstanding on the date hereof and referred to in the
         Prospectus, (C) any shares of Underlying Common Stock issued or options
         to purchase Underlying Common Stock granted pursuant to existing
         employee or director benefit plans of the Company referred to in the
         Prospectus and registrations in connection with the such issuances of
         grants, (D) any shares of Common Stock sold pursuant to the Common
         Stock Purchase Agreement, (E) issuances of Underlying Common Stock
         pursuant to any rights plan or any shares of Underlying Common Stock
         issued pursuant to any non-employee director stock plan or dividend
         reinvestment plan or any related registration, (F) issuances of
         Underlying Common Stock in connection with strategic or other
         significant investments in which the purchaser agrees to be bound for
         any remaining portion of such 90 day period on the above terms or (G)
         any shares of Underlying Common Stock issued in any business
         combination and registrations related thereto so long as the recipient
         agrees to be bound for any remaining portion of such 90 day period on
         the above terms.

                  (n)      DTC Clearance. The Company will use its best efforts
         in cooperation with the Underwriters to permit the Securities to be
         eligible for clearance and settlement through DTC.

                  (o)      Reporting Requirements. The Company, during the
         period when the Prospectus is required to be delivered under the 1933
         Act, will file all documents required to be filed with the Commission
         pursuant to the 1934 Act within the time periods required by the 1934
         Act and the 1934 Act Regulations.

         SECTION 4. Payment of Expenses. (a) Expenses. The Company will pay all
expenses incident to the performance of its obligations under this Agreement,
including (i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, (ii) the preparation, printing and delivery to the
Underwriters of this Agreement, any Agreement among Underwriters, the Indenture
and such other documents as may be required in connection with the offering,
purchase, sale, issuance or delivery of the Securities or the issuance or
delivery of the Underlying Common Stock issuable upon conversion thereof, (iii)
the preparation, issuance and delivery of the certificates for the Securities to
the Underwriters, if any, and the certificates for the Underlying Common Stock
issuable upon conversion thereof, (iv) the fees and disbursements of the
Company's counsel, accountants and other advisors, (v) the qualification of the
Securities and the Underlying Common Stock under securities laws in accordance
with the provisions of Section 3(f) hereof, including filing fees and the
reasonable fees and disbursements of counsel for the Underwriters in connection
therewith and in connection with the preparation of the Blue Sky Survey and any
supplement thereto, (vi) the printing and delivery to the Underwriters of copies
of each preliminary prospectus and of the Prospectus and any amendments or
supplements thereto, (vii) the preparation, printing and delivery to the
Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii)
the fees and expenses of the Trustee, including the fees and disbursements of
counsel for the Trustee in connection with the Indenture and the Securities,
(ix) the fees and expenses of any transfer agent or registrar for the Underlying
Common Stock, (x) the costs and expenses of the Company relating to investor
presentations on any "road show"

                                       16

undertaken in connection with the marketing of the Securities, including without
limitation, expenses associated with the production of road show slides and
graphics, fees and expenses of any consultants engaged in connection with the
road show presentations, travel and lodging expenses of the representatives and
officers of the Company and any such consultants, and the cost of aircraft and
other transportation chartered in connection with the road show (xi) any fees
payable in connection with the rating of the Securities, and (xi) the filing
fees incident to, and the reasonable fees and disbursements of counsel to the
Underwriters in connection with, the review by the National Association of
Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Securities
and the fees and expenses incurred in connection with the listing of the
Underlying Common Stock issuable upon conversion of the Securities on the New
York Stock Exchange and (xiii) the fees and expenses provided for in the
Engagement Letter dated as of October 21, 2003 by and among the Company and
Merrill Lynch, Pierce Fenner & Smith Incorporated, J. P. Morgan Securities, Inc.
and Wachovia Capital Markets, LLC.

         (b)      Termination of Agreement. If this Agreement is terminated by
the Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

         SECTION 5. Conditions of Underwriters' Obligations. The obligations of
the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company or any subsidiary of the Company
delivered pursuant to the provisions hereof, to the performance by the Company
of its covenants and other obligations hereunder, and to the following further
conditions:

                  (a)      Effectiveness of Registration Statement. The
         Registration Statement, including any Rule 462(b) Registration
         Statement, shall remain effective and at Closing Time no stop order
         suspending the effectiveness of the Registration Statement shall have
         been issued under the 1933 Act or proceedings therefor initiated or
         threatened by the Commission, and any request on the part of the
         Commission for additional information shall have been complied with to
         the reasonable satisfaction of counsel to the Underwriters.

                  (b)      Opinion of Counsel for Company. At Closing Time, the
         Representatives shall have received the opinion, dated as of Closing
         Time, of King & Spalding LLP, counsel for the Company, in the form
         attached hereto as Exhibit A. In giving such opinion such counsel may
         rely, as to all matters governed by the laws of jurisdictions other
         than the law of the State of New York and the federal law of the United
         States and the General Corporation Law of the State of Delaware, upon
         the opinions of counsel satisfactory to the Representatives. Such
         counsel may also state that, insofar as such opinion involves factual
         matters, they have relied, to the extent they deem proper, upon
         certificates of officers of the Company and its subsidiaries and
         certificates of public officials.

                  (c)      Opinion of Counsel for Underwriters. At Closing Time,
         the Representatives shall have received the favorable opinion, dated as
         of Closing Time, of Fried, Frank, Harris, Shriver & Jacobson LLP,
         counsel for the Underwriters, together with signed or reproduced copies
         of such letter for each of the other Underwriters with respect to the
         matters set forth in clauses (i), (vi), (vii), (viii), (xii), (xiii),
         (xvi) (solely as to the information in the Prospectus under
         "Description of Notes") and the paragraph

                                       17

         immediately preceding the penultimate paragraph of Exhibit A hereto. In
         giving such opinion such counsel may rely, as to all matters governed
         by the laws of jurisdictions other than the law of the State of New
         York, the federal law of the United States and the General Corporation
         Law of the State of Delaware, upon the opinions of counsel satisfactory
         to the Representatives. Such counsel may also state that, insofar as
         such opinion involves factual matters, they have relied, to the extent
         they deem proper, upon certificates of officers of the Company and its
         subsidiaries and certificates of public officials.

                  (d)      Officers' Certificate. At Closing Time, there shall
         not have been, since the date hereof or since the respective dates as
         of which information is given in the Prospectus, any material adverse
         change in the condition, financial or otherwise, or in the earnings,
         business affairs or business prospects of the Company and its
         subsidiaries considered as one enterprise or Neptune together with its
         subsidiaries taken as a whole, as the case may be, whether or not
         arising in the ordinary course of business, and the Representatives
         shall have received a certificate of the Company signed by the
         President or a Vice President of the Company and by the chief financial
         or chief accounting officer of the Company, dated as of Closing Time,
         to the effect that (i) there has been no such material adverse change,
         (ii) the representations and warranties in Section 1(a) hereof are true
         and correct with the same force and effect as though expressly made at
         and as of Closing Time, (iii) the Company has complied with all
         agreements and satisfied all conditions on its part to be performed or
         satisfied at or prior to Closing Time, and (iv) no stop order
         suspending the effectiveness of the Registration Statement has been
         issued and no proceedings for that purpose have been instituted or are
         pending or, to their knowledge, contemplated by the Commission.

                  (e)      Accountant's Comfort Letters. At the time of the
         execution of this Agreement, the Representatives shall have received
         from PricewaterhouseCoopers LLP letters dated such date, in form and
         substance satisfactory to the Representatives, together with signed or
         reproduced copies of such letters for each of the other Underwriters
         containing statements and information of the type ordinarily included
         in accountants' "comfort letters" to underwriters with respect to the
         financial statements and certain financial information contained in the
         Registration Statement and the Prospectus of the Company and Neptune.

                  (f)      Bring-down Comfort Letters. At Closing Time, the
         Representatives shall have received from PricewaterhouseCoopers LLP
         letters, dated as of Closing Time, to the effect that they reaffirm the
         statements made in the letters furnished pursuant to subsection (e) of
         this Section with respect to the Company and Neptune, except that the
         specified date referred to shall be a date not more than three business
         days prior to Closing Time.

                  (g)      Maintenance of Rating. At Closing Time, the
         Securities shall be rated at least B1 by Moody's Investor's Service
         Inc. and BB- by Standard & Poor's Ratings Group, a division of
         McGraw-Hill, Inc., and the Company shall have delivered to the
         Representatives a letter dated the Closing Time, from each such rating
         agency, or other evidence satisfactory to the Representatives,
         confirming that the Securities have such ratings; and since the date of
         this Agreement, there shall not have occurred a downgrading in the
         rating assigned to the Securities or any of the Company's other
         securities.

                                       18

                  (h)      Approval of Listing. At Closing Time, the Securities
         and the Underlying Common Stock issuable on conversion thereof shall
         have been approved for listing on the New York Stock Exchange, subject
         only to official notice of issuance.

                  (i)      No Objection. The NASD has confirmed that it has not
         raised any objection with respect to the fairness and reasonableness of
         the underwriting terms and arrangements.

                  (j)      Lock-up Agreements. At the date of this Agreement,
         the Representatives shall have received an agreement substantially in
         the form of Exhibit B-1 and B-2 hereto signed by the persons listed on
         Schedule C hereto.

                  (k)      No Material Changes to Stock Purchase Agreement. At
         Closing Time, there shall not have been any material amendments,
         waivers, or modifications to the Stock Purchase Agreement.

                  (l)      Chief Financial Officer's Certificate. At the Closing
         Time, the Underwriters shall have received certificates of the Chief
         Financial Officer of the Company with respect to the Company's
         financial statements and certain financial information of the Company
         and its consolidated subsidiaries, in the form of Exhibit C attached
         hereto.

                  (m)      Closing of the Neptune Acquisition, the New Senior
         Secured Credit Facilities and Common Stock Sale. At Closing Time, the
         Neptune Acquisition and the New Senior Secured Credit Facilities shall
         have all closed on substantially the terms set forth in the
         Registration Statement.

                  (n)      Conditions to Purchase of Option Securities. In the
         event that the Underwriters exercise their option provided in Section
         2(b) hereof to purchase all or any portion of the Option Securities,
         the representations and warranties of the Company contained herein and
         the statements in any certificates furnished by the Company or any
         subsidiary of the Company hereunder shall be true and correct as of
         each Date of Delivery and, at the relevant Date of Delivery, the
         Representatives shall have received:

                  (i)      Officers' Certificate. A certificate, dated such Date
                  of Delivery, of the Company signed by its President or a Vice
                  President of the Company and of the chief financial or chief
                  accounting officer of the Company confirming that the
                  certificate delivered at the Closing Time pursuant to Section
                  5(d) hereof remains true and correct as of such Date of
                  Delivery.

                  (ii)     Opinion of Counsel for Company. The opinion of King &
                  Spalding LLP, counsel for the Company dated such Date of
                  Delivery, relating to the Option Securities to be purchased on
                  such Date of Delivery and otherwise to the same effect as the
                  opinion required by Section 5(b) hereof.

                  (iii)    Opinion of Counsel for Underwriters. The favorable
                  opinion of Fried, Frank, Harris, Shriver & Jacobson LLP,
                  counsel for the Underwriters, dated such Date of Delivery,
                  relating to the Option Securities to be purchased on such Date
                  of Delivery and otherwise to the same effect as the opinion
                  required by Section 5(c) hereof.

                                       19

                  (iv)     Bring-down Comfort Letters. Letters from
                  PricewaterhouseCoopers LLP, in form and substance satisfactory
                  to the Representatives and dated such Date of Delivery,
                  substantially in the same form and substance as the letters
                  furnished to the Representatives pursuant to Section 5(f)
                  hereof, except that the "specified date" in the letters
                  furnished pursuant to this paragraph shall be a date not more
                  than five days prior to such Date of Delivery.

                  (v)      No Downgrading. Subsequent to the date of this
                  Agreement, no downgrading shall have occurred in the rating
                  accorded the Securities or of any of the Company's other
                  securities by any "nationally recognized statistical rating
                  organization", as that term is defined by the Commission for
                  purposes of Rule 436(g)(2) under the 1933 Act, and no such
                  organization shall have publicly announced that it has under
                  surveillance or review its ratings of any of the Company's
                  securities.

                  (o)      Additional Documents. At Closing Time and at each
         Date of Delivery, counsel for the Underwriters shall have been
         furnished with such documents and opinions as they may require for the
         purpose of enabling them to pass upon the issuance and sale of the
         Securities as herein contemplated, or in order to evidence the accuracy
         of any of the representations or warranties, or the fulfillment of any
         of the conditions, herein contained; and all proceedings taken by the
         Company in connection with the issuance and sale of the Securities as
         herein contemplated shall be satisfactory in form and substance to the
         Representatives and counsel for the Underwriters.

                  (p)      Termination of Agreement. If any condition specified
         in this Section shall not have been fulfilled when and as required to
         be fulfilled, this Agreement, or, in the case of any condition to the
         purchase of Option Securities, on a Date of Delivery which is after the
         Closing Time, the obligations of the several Underwriters to purchase
         the relevant Option Securities, may be terminated by the
         Representatives by notice to the Company at any time at or prior to
         Closing Time or such Date of Delivery, as the case may be, and such
         termination shall be without liability of any party to any other party
         except as provided in Section 4 and except that Sections 1, 6, 7 and 8
         shall survive any such termination and remain in full force and effect.

         SECTION 6. Indemnification.

         (a)      Indemnification of Underwriters. The Company agrees to
indemnify and hold harmless each Underwriter, its affiliates, as such term is
defined in Rule 501(b) under the 1933 Act (each, an "Affiliate"), its selling
agents and each person, if any, who controls any Underwriter within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto in connection with
         the offering of the Securities), including the Rule 430A Information or
         the omission or alleged omission therefrom of a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading or arising out of any untrue statement or alleged untrue
         statement of a material fact included in any preliminary prospectus or
         the Prospectus (or any amendment or supplement thereto), or the
         omission or alleged

                                       20

         omission therefrom of a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading;

                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the written consent of the Company;

                  (iii)    against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by Merrill
         Lynch), reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above;

         provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter through Merrill Lynch expressly for use in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) and provided, further, that the Company will not be liable
to any of the Underwriters with respect to the Prospectus to the extent that the
Company shall sustain the burden of proving that any such loss, liability,
claim, damage or expense resulted from the fact that such Underwriter, in
contravention of a requirement of this Agreement or applicable law, sold
Securities to a person to whom such Underwriter failed to send or give, at or
prior to the Closing Time, a copy of the final prospectus, as then amended or
supplemented if the Company has previously furnished copies thereof
(sufficiently in advance of the Closing Time to allow for distribution by the
Closing Time) to the Underwriters and the loss, liability, claim, damage or
expense of such Underwriter resulted from an untrue statement or omission of a
material fact contained in or omitted from the preliminary prospectus which was
corrected in the final prospectus as, if applicable, amended or supplemented
prior to the Closing Time.

         (b)      Indemnification of Company, Directors and Officers. Each
Underwriter severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), including the Rule 430A Information or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through Merrill Lynch expressly for use in
the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

                                       21

         (c)      Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)
above, counsel to the indemnified parties shall be selected by Merrill Lynch,
and, in the case of parties indemnified pursuant to Section 6(b) above, counsel
to the indemnified parties shall be selected by the Company. An indemnifying
party may participate at its own expense in the defense of any such action and
may assume the defense thereof with counsel satisfactory to such indemnified
party, and shall pay the fees and expenses of such counsel; provided, however,
(i) if the indemnifying party fails to assume such defense in a timely manner or
(ii) if there exists or is reasonably likely to exist in the opinion of the
indemnified party a conflict of interest or different defenses that would make
it inappropriate in the judgment of such indemnified party for the same counsel
to represent both the indemnified party and the indemnifying party, then such
indemnified party shall be entitled to retain its own counsel at the expense of
the indemnifying party. In no event shall the indemnifying parties be liable for
fees and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

         (d)      Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

         SECTION 7. Contribution. If the indemnification provided for in Section
6 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in

                                       22

connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

         The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus bear to the aggregate initial public
offering price of the Securities as set forth on the cover of the Prospectus.

         The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act and each Underwriter's Affiliates and selling agents shall have the
same rights to contribution as such Underwriter, and each director of the
Company, each officer of the Company who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. The Underwriters' respective obligations to
contribute pursuant to this Section 7 are several in proportion to the principal
amount at maturity of Initial Securities set forth opposite their respective
names in Schedule A hereto and not joint.

         SECTION 8. Representations, Warranties and Agreements to Survive. All
representations, warranties and agreements contained in this Agreement or in
certificates of

                                       23

officers of the Company or any of its subsidiaries submitted pursuant hereto,
shall remain operative and in full force and effect regardless of (i) any
investigation made by or on behalf of any Underwriter or its Affiliates or
selling agents, any person controlling any Underwriter, its officers or
directors or any person controlling the Company and (ii) delivery of and payment
for the Securities.

         SECTION 9. Termination of Agreement.

         (a)      Termination; General. The Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to market the Securities or to
enforce contracts for the sale of the Securities, or (iii) if trading in any
securities of the Company has been suspended or materially limited by the
Commission or the New York Stock Exchange, or if trading generally on the New
York Stock Exchange or in the Nasdaq National Market has been suspended or
materially limited, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by any of said exchanges or by
such system or by order of the Commission, the National Association of
Securities Dealers, Inc. or any other governmental authority, or (iv) a material
disruption has occurred in commercial banking or securities settlement or
clearance services in the United States, or (v) if a banking moratorium has been
declared by either Federal or New York authorities.

         (b)      Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

         SECTION 10. Default by One or More of the Underwriters. If one or more
of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase
the Securities which it or they are obligated to purchase under this Agreement
(the "Defaulted Securities"), the Representatives shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

                  (i)      if the number of Defaulted Securities does not exceed
         10% of the aggregate principal amount at maturity of the Securities to
         be purchased on such date, each of the non-defaulting Underwriters
         shall be obligated, severally and not jointly, to purchase the full
         amount thereof in the proportions that their respective underwriting
         obligations hereunder bear to the underwriting obligations of all
         non-defaulting Underwriters, or

                                       24

                  (ii)     if the number of Defaulted Securities exceeds 10% of
         the aggregate principal amount at maturity of the Securities to be
         purchased on such date, this Agreement or, with respect to any Date of
         Delivery which occurs after the Closing Time, the obligation of the
         Underwriters to purchase and of the Company to sell the Option
         Securities to be purchased and sold on such Date of Delivery shall
         terminate without liability on the part of any non-defaulting
         Underwriter.

         No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement or, in the case of a Date of Delivery which is after the
Closing Time, which does not result in a termination of the obligation of the
Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either (i) the Representatives or (ii) the Company shall
have the right to postpone Closing Time or the relevant Date of Delivery, as the
case may be, for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements. As used herein, the term "Underwriter" includes any
person substituted for an Underwriter under this Section 10.

         SECTION 11. Tax Disclosure. Notwithstanding any other provision of this
Agreement, from the commencement of discussions with respect to the transactions
contemplated hereby, the Company (and each employee, representative or other
agent of the Company) may disclose to any and all persons, without limitation of
any kind, the tax treatment and tax structure (as such terms are used in
Sections 6011, 6111 and 6112 of the U.S. Code and the Treasury Regulations
promulgated thereunder) of the transactions contemplated by this Agreement and
all materials of any kind (including opinions or other tax analyses) that are
provided relating to such tax treatment and tax structure.

         SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives at 4 World Financial
Center, New York, New York 10080, attention of Mitch Theiss with a copy to
Valerie Ford Jacob at Fried, Frank, Harris, Shriver & Jacobson LLP, One New York
Plaza, New York, New York 10004, and notices to the Company shall be directed to
it at 2160 Satellite Blvd., Suite 200, Duluth, GA 30097, attention of Martin
Headley with a copy to Mary Bernard at King & Spalding LLP, 1185 Avenue of the
Americas, New York, NY 10036.

         SECTION 13. Parties. This Agreement shall inure to the benefit of and
be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the Underwriters and the Company and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.

                                       25

         SECTION 14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 15. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT.
EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.

         SECTION 16. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

         SECTION 17. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

                                       26

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriters and the Company in accordance with its terms.

                                             Very truly yours,

                                             ROPER INDUSTRIES, INC.

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

CONFIRMED AND ACCEPTED,
         as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
ROBERT W. BAIRD & CO. INCORPORATED
McDONALD INVESTMENTS INC., a KEYCORP COMPANY
SUNTRUST CAPITAL MARKETS, INC.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH

                            INCORPORATED

By /s/ Bharani P. Bobba
  --------------------------------------------
             Authorized Signatory

For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.

                                       27

                                   SCHEDULE A

                                                                     Principal
                                                                     Amount of
                                                                   Securities at
           Name of Underwriter                                        Maturity
           -------------------                                     -------------
                                                                
Merrill Lynch, Pierce, Fenner & Smith ..................             425,295,000
              Incorporated
Banc One Capital Markets, Inc. .........................              25,315,000
Robert W. Baird & Co. Incorporated .....................              15,190,000
McDonald Investments Inc., a KeyCorp Company ...........              20,252,000
SunTrust Capital Markets, Inc. .........................              20,252,000

                                                                    ------------

Total ..................................................            $506,304,000
                                                                    ============

                                    Sch A - 1

                                   SCHEDULE B

                             ROPER INDUSTRIES, INC.

                 Convertible Senior Subordinated Notes due 2034

         1.       The initial public offering price of the Securities shall be
39.502% of the principal amount at maturity thereof, plus accrued interest, if
any, from the date of issuance.

         2.       The purchase price to be paid by the Underwriters for the
Initial Securities shall be 38.6132% of the principal amount at maturity
thereof.

         3.       The yield to maturity on the Securities shall be 3 3/4% per
annum.

         4.       The Securities shall be convertible into shares of common
stock, par value $0.01 per share, of the Company at an initial conversion price
of $63.60 per share (equivalent to a conversion rate of 6.2110 shares per
$1,000 principal amount at maturity of Securities or per $395.02 initial
accreted value of Securities).

                                    Sch B - 1

                                   SCHEDULE C

                          [List of persons and entities
                               subject to lock-up]

Exhibit B-1

Brian D. Jellison
Derrick N. Key

Exhibit B-2

Nigel W. Crocker
Shanler D. Cronk
Martin S. Headley
C. Thomas O'Grady
W. Lawrence Banks
Donald G. Calder
David W. Devonshire
John F. Fort III
Wilbur J. Prezzano
Georg Graf Schall-Riaucour
Eriberto R. Scocimara
Christopher Wright

                                       B-1

                                                                      Exhibit A

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
               Incorporated
Banc One Capital Markets, Inc.
Robert W. Baird & Co. Incorporated
McDonald Investments Inc., a Key Corporation Company
SunTrust Capital Markets, Inc.
   As representatives of the several Underwriters named
   on Schedule A to the Purchase Agreement
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310

         RE:    Roper Industries, Inc., $582,249,000 Aggregate Principal Amount
                at Maturity of Senior Subordinated Convertible Notes due 2034

Ladies and Gentlemen:

                  We have acted as counsel for Roper Industries, Inc., a
Delaware corporation (the "Company"), in connection with the offering of
securities by the Company described below. We are delivering this opinion to
you pursuant to Section 5(b) of the Purchase Agreement dated December 22, 2003
(the "Purchase Agreement"), among the Company and the several underwriters
named in Schedule A thereto (the "Underwriters"), which provides for the
purchase by the Underwriters of $582,249,000 aggregate principal amount at
maturity of the Company's Senior Subordinated Convertible Notes due 2034 (the
"Securities"), to be issued under the indenture dated as of November 28, 2003
(the "Base Indenture"), as supplemented by the First Supplemental Indenture
dated as of December 29, 2003 (the "Supplemental Indenture" and, together with
the Base Indenture, the "Indenture"), each between the Company and SunTrust
Bank, as trustee (the "Trustee"). Unless otherwise indicated in this opinion,
all capitalized terms used in this opinion and not otherwise defined herein
shall have the same meanings as in the Purchase Agreement.

                  In our capacity as such counsel, we have reviewed (i) signed
copies of the registration statement on Form S-3 (Registration No. 333-110491)
filed by the Company with the Commission on November 28, 2003, as it became
effective under the 1933 Act (the "Registration Statement") and the related
registration statement on Form S-3 (Registration No. 333-111472) filed by the
Company pursuant to Rule 462(b) promulgated under the 1933 Act (together with
the Registration Statement, the "Registration Statements"), (ii) the prospectus
dated December 1, 2003, as supplemented by the prospectus supplement dated
December 29, 2003, filed pursuant to Rule 424(b) promulgated under the 1933 Act
(the "Prospectus"), (iii) the

Purchase Agreement, (iv) the Base Indenture, (v) the Supplemental Indenture,
(vi) specimen forms of the Securities and (vii) the Credit Agreement dated as
of December 29, 2003, among the Company, certain foreign subsidiaries of the
Company, the several banks and other financial institutions named therein,
Merrill Lynch Capital Corporation, as documentation agent, Wachovia Bank,
National Association, as syndication agent, and JPMorgan Chase Bank, as
administrative agent (the "Credit Agreement").

                  We have reviewed such matters of law and examined original,
certified, conformed or photographic copies of such other documents, records,
agreements and certificates as we have deemed necessary as a basis for the
opinions hereinafter expressed. In such review, we have assumed the genuineness
of signatures on all documents submitted to us as originals and the conformity
to original documents of all copies submitted to us as certified, conformed or
photographic copies. We have relied, as to the matters set forth therein, on
certificates of public officials.

                  As to certain matters of fact material to this opinion, we
have relied to the extent we deemed appropriate, without independent
verification, upon (i) certificates of officers of the Company and (ii) the
representations and warranties of the Company contained in the Purchase
Agreement. Whenever our opinion with respect to any matter is stated to be
given "to our knowledge" such qualification confirms that, no information has
come to the attention of any attorney in this firm who is involved in
representing the Company on substantive legal matters that would give such
attorney actual current awareness of the existence or absence of such matter.

                  This opinion is limited in all respects to the federal laws
of the United States of America, the laws of the State of New York and the
Delaware General Corporation Law, and no opinion is expressed with respect to
the laws of any other jurisdiction or any effect that such laws may have on the
opinions expressed herein. This opinion is limited to the matters stated
herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein.

                  Based upon the foregoing, and subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that:

                  (i)      The Company is validly existing as a corporation in
         good standing under the laws of the State of Delaware.

                  (ii) The Company has corporate power and authority to own,
         lease and operate its properties and to conduct its business as
         described in the Prospectus and to enter into and perform its
         obligations under the Purchase Agreement.

                  (iii) The Company is duly qualified as a foreign corporation
         to transact business and is in good standing in each of the
         jurisdictions set forth in Annex A to this opinion.

                  (iv) The authorized, issued and outstanding capital stock of
         the Company as of September 30, 2003 was as set forth in the
         Prospectus in the column entitled "Actual" under the caption
         "Capitalization" (except for any subsequent conversion of the
         Securities in accordance with their terms, any subsequent issuances
         pursuant to offerings, reservations, agreements or employee benefit
         plans referred to in the Prospectus or pursuant to the exercise of
         options referred to in the Prospectus).

                  (v) Each of the Subsidiaries of the Company listed on Annex B
         is validly existing as a corporation, limited liability company or
         limited partnership (as applicable) in good standing under the laws of
         the State if Delaware, and has corporate, limited liability or
         partnership power and authority to own, lease and operate its
         properties and to conduct its business as currently conducted.

                  (vi)     The Purchase Agreement has been duly authorized,
         executed and delivered by the Company.

                  (vii) Each of the Base Indenture and the Supplemental
         Indenture have been duly authorized, executed and delivered by the
         Company and, assuming that the Trustee has duly authorized, executed
         and delivered the Base Indenture and the Supplemental Indenture and
         has otherwise satisfied all legal requirements applicable to it to the
         extent necessary to make the Base Indenture and the Supplemental
         Indenture enforceable against it, each of the Base Indenture and the
         Supplemental Indenture constitute valid and binding agreements of the
         Company, enforceable against the Company in accordance with their
         terms, subject, as to the enforcement of remedies, to bankruptcy,
         insolvency, reorganization, moratorium and similar laws affecting the
         rights and remedies of creditors generally, and the effects of general
         principles of equity. The Indenture has been duly qualified under the
         1939 Act.

                  (viii) The issuance, execution and delivery of the Securities
         have been duly authorized by the Company. The Securities when duly
         executed and delivered by the Company and duly authenticated in
         accordance with the terms of the Indenture and delivered to and paid
         for by the Underwriters in accordance with the terms of the Purchase
         Agreement, will be valid and binding obligations of the Company,
         enforceable against the Company in accordance with their terms,
         subject, as to the enforcement of remedies, to bankruptcy, insolvency,
         reorganization, moratorium and similar laws affecting the rights and
         remedies of creditors generally, and the effects of general principles
         of equity.

                  (ix) Upon issuance and delivery of the Securities in
         accordance with the Purchase Agreement and the Indenture, the
         Securities shall be convertible at the option of the holder thereof
         for shares of Common Stock in accordance with the terms of the
         Securities and the Indenture.

                  (x)      The shares of Common Stock initially issuable upon
         conversion of the Securities have been duly authorized and reserved
         for issuance and are free of any

         statutory preemptive, or, to our knowledge, similar contractual rights
         that will entitle any person to acquire any Securities upon issuance
         thereof by the Company, and, if and when issued upon due conversion of
         the Securities in accordance with the terms of the Indenture and the
         Securities, will be validly issued and fully paid and non-assessable.

                  (xi)     The Securities and the Indenture conform in all
         material respects to the descriptions thereof contained in the
         Prospectus.

                  (xii) The Registration Statements have been declared or
         become effective under the 1933 Act; any required filing of the
         Prospectus pursuant to Rule 424(b) has been made in the manner and
         within the time period required by Rule 424(b); and, to our knowledge,
         no stop order suspending the effectiveness of the Registration
         Statements has been issued under the 1933 Act and no proceedings for
         that purpose have been instituted or are pending or threatened by the
         Commission.

                  (xiii) At the time the Registration Statements became
         effective, and for the Prospectus, at the date thereof, the
         Registration Statements and the Prospectus (other than the financial
         statements and notes thereto, the financial statement schedules and
         the other financial data included therein, as to which we express no
         belief), excluding the documents incorporated by reference therein,
         complied as to form in all material respects with the requirements of
         the 1933 Act and the applicable 1933 Act Regulations.

                  (xiv) The documents incorporated by reference in the
         Prospectus (other than the financial statements and notes thereto, the
         financial statement schedules and the other financial data included or
         incorporated by reference therein, as to which we express no belief),
         when they were filed with the Commission, complied as to form in all
         material respects with the requirements of the 1934 Act and the
         applicable 1934 Act Regulations.

                  (xv) To our knowledge, there is no action, suit or proceeding
         before or by any court or governmental agency or body, domestic or
         foreign, now pending or threatened against or affecting the Company or
         any subsidiary, or any material property of the Company, that is
         required to be disclosed in the Prospectus (other than as disclosed
         therein) or that could reasonably be expected to materially and
         adversely affect the consummation of the transactions contemplated by
         the Purchase Agreement or the performance by the Company of its
         obligations thereunder.

                  (xvi) The information in the Prospectus under "Description of
         Common Stock," "Description of Notes," and "Certain United States
         Federal Income Tax Considerations" to the extent such information
         constitutes summaries of matters of law or legal conclusions, presents
         fairly the information required to be disclosed therein and fairly
         summarizes in all material respects such matters of law or legal
         conclusions.

                  (xvii) To our knowledge, there are no contracts or documents
         of the Company which are required to be filed as exhibits to the
         Registration Statements which have not been so filed as exhibits as
         required.

                  (xviii) No filing with, or authorization, approval, consent,
         license, order, registration, qualification or decree of, any court or
         governmental authority or agency, domestic or foreign (other than
         under the 1933 Act and the 1933 Act Regulations, which have been
         obtained, or as may be required under the securities or blue sky laws
         of the various states and except for the qualification of the
         Indenture under the 1939 Act, as to which we express no opinion) is
         required to be made by the Company in connection with the
         authorization, execution and delivery of the Purchase Agreement or for
         the offering, issuance, sale or delivery of the Securities.

                  (xix) The execution, delivery and performance of the Purchase
         Agreement, the issuance, sale and delivery of the Securities by the
         Company, and the consummation of the transactions contemplated by the
         Purchase Agreement (including the use of proceeds from the sale of the
         Securities as described in the Prospectus under the caption "Use of
         Proceeds" and the issuance of shares of Common Stock issuable upon
         conversion of the Securities) and the compliance by the Company with
         its obligations under the Purchase Agreement and the Indenture: (a) do
         not and will not result in a breach of any of the terms or provisions
         of, or constitute a breach of, or default under, or result in the
         creation or imposition of any lien, charge or encumbrance upon any
         property or assets of the Company pursuant to the terms of, the Credit
         Agreement or any agreement or instrument of the Company filed or
         incorporated by reference as an exhibit to the most recent Annual
         Report on Form 10-K filed by the Company or any subsequent Quarterly
         Report on Form 10-Q or Current Report on Form 8-K filed by the
         Company, except breaches, defaults, liens, charges or encumbrances
         that could not reasonably be expected to have a Material Adverse
         Effect, (b) do not and will not result in a violation of any law,
         rule, regulation, judgment, order, writ or decree known to us to be
         applicable to the Company, except for violations that could not
         reasonably be expected to have a Material Adverse Effect, or (c) do
         not and will not result in any violation of the provisions of the
         charter or bylaws of the Company.

                  (xx) The Company is not required, and upon the issuance and
         sale of the Securities as contemplated in the Purchase Agreement and
         the application of the net proceeds therefrom as described in the
         Prospectus will not be required, to register as an "investment
         company" under the 1940 Act.

                  In our capacity as counsel for the Company, we have
participated in conferences with officers and other representatives of the
Company, the independent public accountants for the Company, the
representatives of the Underwriters, and counsel to the Underwriters during
which the contents of the Registration Statements and the Prospectus and
related matters were discussed and, although we are not passing upon and do not
assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statements or the Prospectus (except
as set forth in paragraph (xvi) above), on the basis of the information that
was developed in the course of the performance of the services referred to
above, nothing came to our attention that caused us to believe that the
Registration Statements (other than the financial statements and notes thereto,
the financial statement schedules and other financial and statistical data
included or incorporated by reference therein or omitted therefrom, as to which
we express

no belief), as of the time it became effective under the Act, contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus (other than the financial statements and
notes thereto, the financial statement schedules and other financial data
included or incorporated by reference therein or omitted therefrom, as to which
we express no belief), as of the date of the Prospectus or as of the date
hereof, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

                  This opinion is furnished by us solely for the benefit of the
Underwriters in connection with the transaction described herein, and this
opinion may not be furnished to or relied upon by any other person or entity
for any purpose without our prior written consent.

                  This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein.

                                                     Very truly yours,

                                    ANNEX A

                      FOREIGN QUALIFICATION OF THE COMPANY

Georgia

                                    ANNEX B

                                  SUBSIDIARIES

Abel Pumps, L.P.
Acton Research Corporation
Amot Controls Corporation
Amot/Metrix Investment Company
Antek Instruments L.P.
Compressor Controls Corporation
Cornell Pump Company
Cornell Pump Manufacturing Corporation
Cybor Corporation
Fluid Metering, Inc.
FTI Flow Technology, Inc.
Integrated Designs, L.P.
Media Cybernetics, Inc.
Metrix Instrument Co., L.P.
Molecular Imaging Corporation
Petroleum Analyzer Company L.P.
Redlake MASD, Inc.
Roper Holdings, Inc.
Roper Mex L.P.
Roper Pump Company
Roper Scientific, Inc.
Roper Southeast Asia LLC
Ropintassco Holdings, L.P.
Ropintassco 1, LLC
Ropintassco 2, LLC
Ropintassco 3, LLC
Ropintassco 4, LLC
Ropintassco 5, LLC
Ropintassco 6, LLC
Ropintassco 7, LLC
Struers Inc.
Uson L.P.
Neptune Technology Group Holdings, Inc.
Neptune Technology Group Inc.
DAP Technologies Corp.

                                                                     Exhibit B-1

                                December 22, 2003

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                     INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
ROBERT W. BAIRD & CO. INCORPORATED
MCDONALD INVESTMENTS INC., A KEYCORP COMPANY
SUNTRUST CAPITAL MARKETS, INC.
as Representatives of the several
Underwriters to be named in the
within-mentioned Purchase Agreement

c/o    Merrill Lynch & Co.
       Merrill Lynch, Pierce, Fenner & Smith
                       Incorporated
4 World Financial Center
New York, New York  10080

                  Re:      Proposed Public Offering by Roper Industries, Inc.

Dear Sirs:

         The undersigned, a stockholder and an officer and/or director of Roper
Industries, Inc., a Delaware corporation (the "Company"), understands that
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), Banc One Capital Markets, Inc., Robert W. Baird & Co.
Incorporated, McDonald Investments Inc., a KeyCorp Company and SunTrust Capital
Markets, Inc. propose to enter into a Purchase Agreement (the "Purchase
Agreement") with the Company providing for the public offering of $506.3 million
aggregate principal amount at maturity of the Company's Convertible Senior
Subordinated Secured Notes (the "Securities"). In recognition of the benefit
that such an offering will confer upon the undersigned as a stockholder and an
officer and/or director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each underwriter to be named in the Purchase Agreement
that, during a period of 90 days from the date of the Purchase Agreement, the
undersigned will not, without the prior written consent of Merrill Lynch,
directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of, or otherwise dispose of or
transfer any shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), or any securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, or file, or cause to be filed, any registration
statement under the Securities Act of 1933, as amended, with respect to any of
the foregoing (collectively, the "Lock-Up Securities") or (ii) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Lock-Up Securities or any securities convertible into or exchangeable for Common
Stock, whether any such swap or transaction is to be settled by delivery of
Common Stock or other securities, in cash or otherwise. This agreement shall not
prohibit (1) exercise of options to acquire shares of Common Stock, (2)

                                       B-1

the disposition or sale of shares of Common Stock as necessary to pay the
exercise price for "cashless" option exercises and (3) the disposition or sale
of shares of Common Stock as necessary to fund taxes payable upon any such
exercise or cashless exercise.

                                             Very truly yours,

                                             Signature:
                                                       -------------------------

                                             Print Name:
                                                        ------------------------

                                       B-2

                                                                     Exhibit B-2

                                December 22, 2003

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                     INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
ROBERT W. BAIRD & CO. INCORPORATED
MCDONALD INVESTMENTS INC., A KEYCORP COMPANY
SUNTRUST CAPITAL MARKETS, INC.
as Representatives of the several
Underwriters to be named in the
within-mentioned Purchase Agreement

c/o    Merrill Lynch & Co.
       Merrill Lynch, Pierce, Fenner & Smith
                       Incorporated
4 World Financial Center
New York, New York  10080

                  Re:      Proposed Public Offering by Roper Industries, Inc.

Dear Sirs:

         The undersigned, a stockholder and an officer and/or director of Roper
Industries, Inc., a Delaware corporation (the "Company"), understands that
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), Banc One Capital Markets, Inc., Robert W. Baird & Co.
Incorporated, McDonald Investments Inc., a KeyCorp Company and SunTrust Capital
Markets, Inc. propose to enter into a Purchase Agreement (the "Purchase
Agreement") with the Company providing for the public offering of $506.3 million
aggregate principal amount at maturity of the Company's Convertible Senior
Subordinated Secured Notes (the "Securities"). In recognition of the benefit
that such an offering will confer upon the undersigned as a stockholder and an
officer and/or director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each underwriter to be named in the Purchase Agreement
that, during a period of 90 days from the date of the Purchase Agreement, the
undersigned will not, without the prior written consent of Merrill Lynch,
directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of, or otherwise dispose of or
transfer any shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), or any securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, or file, or cause to be filed, any registration
statement under the Securities Act of 1933, as amended, with respect to any of
the foregoing (collectively, the "Lock-Up Securities") or (ii) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Lock-Up Securities or any securities convertible into or exchangeable for Common
Stock, whether any such swap or transaction is to be settled by delivery of
Common Stock or other securities, in cash or otherwise. This agreement shall not
prohibit (1) exercise of options to acquire shares of Common Stock, (2)

                                       B-3

the disposition or sale of shares of Common Stock as necessary to pay the
exercise price for "cashless" option exercises, (3) the disposition or sale
of shares of Common Stock as necessary to fund taxes payable upon any such
exercise or cashless exercise and (4) sales or dispositions of Common Stock to
the Company.

                                       Very truly yours,

                                       Signature:
                                                 ------------------------------

                                       Print Name:
                                                  -----------------------------

                                       B-4

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

    ------------------------------------------------------------------------

                             ROPER INDUSTRIES, INC.

                                    as Issuer

                                       and

                                 SUNTRUST BANK,

                                   as Trustee

                          First Supplemental Indenture

                          Dated as of December 29, 2003

    ------------------------------------------------------------------------

                                TABLE OF CONTENTS

                                                                                                             Page
                                                                                                          
ARTICLE I DEFINITIONS.....................................................................................     2

         SECTION 1.01      Terms Defined in the Indenture.................................................     2

         SECTION 1.02      Definitions....................................................................     2

ARTICLE II FORM AND TERMS OF THE NOTES....................................................................    10

         SECTION 2.01      Form Generally.................................................................    10

         SECTION 2.02      Terms of the Notes.............................................................    12

         SECTION 2.03      Calculations...................................................................    14

         SECTION 2.04      Application of Section 3.03 of the Indenture...................................    14

         SECTION 2.05      Registration, Registration of Transfer and Exchange............................    14

         SECTION 2.06      Payment of Interest; Interest Rights Reserved..................................    15

         SECTION 2.07      Satisfaction and Discharge.....................................................    16

         SECTION 2.08      Events of Default..............................................................    17

         SECTION 2.09      Acceleration of Maturity; Rescission and Annulment.............................    18

         SECTION 2.10      Unconditional Right of Holders to Receive Principal, Premium and Interest......    19

         SECTION 2.11      Waiver of Past Defaults........................................................    19

         SECTION 2.12      Notice of Defaults.............................................................    20

         SECTION 2.13      Consolidation, Merger, Conveyance, Transfer or Lease...........................    20

         SECTION 2.14      Supplemental Indentures Without the Consent of Holders.........................    21

         SECTION 2.15      Supplemental Indentures With the Consent of Holders............................    22

         SECTION 2.16      Payment of Notes...............................................................    23

         SECTION 2.17      Statement as to Compliance.....................................................    24

         SECTION 2.18      Waiver of Compliance...........................................................    24

         SECTION 2.19      Limitation on Senior Subordinated Indebtedness.................................    24

                                       i

                                                                                                           
         SECTION 2.20      SEC and Other Reports..........................................................    25

         SECTION 2.21      Covenant to Comply With Securities Laws Upon Purchase of Notes.................    25

         SECTION 2.22      Further Instruments and Acts...................................................    26

         SECTION 2.23      Redemption and Purchases.......................................................    26

         SECTION 2.24      Application of the Article of the Indenture Regarding Defeasance and
                           Covenant Defeasance............................................................    36

         SECTION 2.25      Conversions....................................................................    37

         SECTION 2.26      Tax Matters....................................................................    49

         SECTION 2.27      Subordination of Notes.........................................................    50

ARTICLE III MISCELLANEOUS.................................................................................    57

         SECTION 3.01      Effect of Headings and Table of Contents.......................................    57

         SECTION 3.02      Successors and Assigns.........................................................    57

         SECTION 3.03      Benefits of Indenture..........................................................    57

         SECTION 3.04      Governing Law..................................................................    58

         SECTION 3.05      Separability...................................................................    58

         SECTION 3.06      Counterparts...................................................................    58

         SECTION 3.07      Ratification...................................................................    58

         SECTION 3.08      Annexes and Exhibits...........................................................    58

         SECTION 3.09      Effectiveness..................................................................    58

                                       ii

Annex 1           Projected Payment Schedule

Exhibit A-1       Form of Face of Global Note

Exhibit A-2       Form of Certificated Note

                                      iii

                          FIRST SUPPLEMENTAL INDENTURE

                  FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental
Indenture"), dated as of December 29, 2003 among ROPER INDUSTRIES, INC., a
Delaware corporation (the "Company"), and SUNTRUST BANK, a Georgia banking
corporation, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company and the Trustee executed and delivered an
Indenture, dated as of November 28, 2003 (the "Base Indenture", as supplemented
by this First Supplemental Indenture, the "Indenture"), to provide for the
issuance by the Company from time to time of Securities to be issued in one or
more series as provided in the Indenture;

                  WHEREAS, the issuance and sale of up to $582,249,000 aggregate
principal amount at maturity of the Company's Senior Subordinated Convertible
Notes due 2034 (the "Notes") has been authorized by resolutions adopted by the
Board of Directors and the Pricing Committee of the Board of Directors of the
Company;

                  WHEREAS, the Company desires to issue and sell the Notes on
the date hereof;

                  WHEREAS, Sections 9.01(b), 9.01(c), 9.01(e) and 9.01(g) of the
Base Indenture provide that without the consent of Holders of the Securities of
any series issued under the Indenture, the Company, when authorized by a Board
Resolution, and the Trustee may enter into one or more indentures supplemental
to the Base Indenture to, among other things, establish the form and terms of
any series of Securities;

                  WHEREAS, the Company desires to (a) establish the form and
terms of the Notes and (b) provide whether certain Articles of the Indenture
will apply to the Notes; and

                  WHEREAS, all things necessary to make this First Supplemental
Indenture a valid supplement to the Indenture according to its terms and the
terms of the Indenture have been done;

                  NOW, THEREFORE, for and in consideration of the premises
stated herein and the purchase of the Notes by the Holders thereof, the parties
hereto hereby enter into this First Supplemental Indenture, which shall apply to
the Notes along with the Base Indenture as supplemented by this First
Supplemental Indenture, for the equal and proportionate benefit of all Holders
of the Notes, as follows:

                                       1

                                   ARTICLE I

                                   DEFINITIONS

SECTION 1.01 Terms Defined in the Indenture.

                  All capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Indenture, as supplemented or
modified hereby for the Notes.

SECTION 1.02 Definitions.

                  (a) For the benefit of the Holders of the Notes, Section 1.01
of the Base Indenture shall be supplemented for the Notes by replacing the
definitions of such terms contained in the Base Indenture or adding definitions
as follows:

                  "Applicable Stock Price" means, in respect of a Conversion
Date, the average of the Closing Sale Prices per share of Common Stock over the
five Trading Day period starting the third Trading Day following such Conversion
Date.

                  "Average Sale Price" means the average of the Sale Prices of
the Common Stock for the shortest of:

                  (i) 30 consecutive Trading Days ending on the last full
Trading Day prior to the Time of Determination with respect to the rights,
warrants or options or dividends or distribution in respect of which the Average
Sale Price is being calculated, or

                  (ii) the period (x) commencing on the date next succeeding the
first public announcement of (1) the issuance of rights, warrants or options or
(2) the distribution, in each case, in respect of which the Average Sale Price
is being calculated and (y) proceeding through the last full Trading Day prior
to the Time of Determination with respect to the rights, warrants or options or
distribution in respect of which the Average Sale Price is being calculated
(excluding days within such period, if any, which are not Trading Days), or

                  (iii) the period, if any, (x) commencing on the date next
succeeding the Ex-Dividend Time with respect to the next preceding (1) issuance
of rights, warrants or options or (2) distribution, in each case, for which an
adjustment is required by the provisions of Section 16.07, 16.08, 16.09 or 16.10
hereof and (y) proceeding through the last full Trading Day prior to the Time of
Determination with respect to the rights, warrants or options or distribution in
respect of which the Average Sale Price is being calculated (excluding days
within such period, if any, which are not Trading Days).

                  In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, distribution, subdivision, combination or
reclassification to which Section 16.06(a), (b), (c) or (d) hereof applies
occurs during the period applicable for calculating "Average Sale Price"
pursuant to the definition in the preceding sentence, "Average Sale Price" shall
be calculated for such period in a manner determined by the Board of Directors
to reflect the impact

                                       2

of such dividend, distribution, subdivision, combination or reclassification on
the Sale Price of the Common Stock during such period.

                  "Bankruptcy Law" means Title 11, United States Code, or any
similar federal or state law for the relief of debtors.

                  "Business Day" means any weekday that is not a day on which
banking institutions in The City of New York are authorized or obligated to
close.

                  "Capital Stock" for any corporation or limited liability
company means any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interests in (however
designated) stock or other equity issued by that corporation or limited
liability company.

                  "Closing Sale Price" of the Common Stock on any Trading Date
means the closing sale price per share (or, if no closing sale price is
reported, the average of the closing bid and ask prices or, if more than one in
either case, the average of the average closing bid and the average closing ask
prices) on such Trading Date as reported on the principal United States
securities exchange on which the Common Stock is traded or, if the Common Stock
is not listed on a United States national or regional securities exchange, as
reported by the NYSE or by the National Quotation Bureau Incorporated. In the
absence of such quotations, the Company shall be entitled to determine the
Closing Sale Price on the basis it considers appropriate. The Closing Sale Price
shall be determined without reference to extended or after hours trading.

                  "Common Stock" means the shares of common stock, $.01 par
value per share, of the Company as it exists on the date of this First
Supplemental Indenture or any other shares of Capital Stock of the Company into
which the Common Stock shall be reclassified or changed.

                  "Contingent Cash Interest" means such cash interest payable,
as described in Section 2.02(e).

                  "Current Market Price" on any date of determination means the
average of the daily Closing Sale Prices per share of Common Stock for each of
the 10 consecutive Trading Days ending on the earlier of such date of
determination and the day before the "ex-date" with respect to the issuance,
dividend or distribution requiring such computation immediately prior to the
date in question. For purpose of this definition, the term "ex-date," means the
first date on which the Common Stock trades, regular way, on the relevant
exchange or in the relevant market from which the Closing Sale Price was
obtained without the right to receive such dividend or distribution.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                  "Designated Senior Indebtedness" means (i) all Senior
Indebtedness under the New Senior Secured Credit Facility and (ii) any other
Senior Indebtedness which, at the time of

                                       3

determination, has an aggregate principal amount outstanding of at least $20
million and which is specifically designated in the instrument creating or
evidencing such Senior Indebtedness as "Designated Senior Indebtedness" by the
Company.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Ex-Dividend Time" means with respect to stockholders of the
Company entitled to receive rights, warrants or options or a dividend or
distribution, the time immediately prior to the commencement of "ex-dividend"
trading for such rights, warrants or options or a dividend or distribution on
the New York Stock Exchange or such other national or regional exchange or
market on which the Common Stock is then listed or quoted.

                  "Fair Market Value" means the amount which a willing buyer
would pay a willing seller in an arm's-length transaction between an informed
and willing seller under no compulsion to sell and an informed and willing buyer
under no compulsion to buy.

                  "Issue Date" of any Note means the date on which the Note was
deemed issued as set forth on the face of the Note.

                  "Issue Price" of any Note means, in connection with the
original issuance of such Note, the initial issue price at which the Note is
sold as set forth on the face of the Note.

                  "New Senior Secured Credit Facility" means the Company's
credit agreement among the Company, the subsidiaries of the Company referred to
therein, the lenders from time to time party thereto, Merrill Lynch Capital
Corporation, as documentation agent, Wachovia Bank, National Association, as
syndication agent and JPMorgan Chase Bank, as administrative agent, dated as of
December 29, 2003 as the same may be amended, restated, modified or refinanced
from time to time (including, without limitation, any such amendment,
restatement, modification or refinancing that increases the principal amount
outstanding or committed thereunder).

                  "NYSE" means the New York Stock Exchange.

                  "Original Issue Discount" of any Note means the difference
between the Issue Price and the Principal Amount at Maturity of the Note, which
shall accrue as set forth in the form of the Note.

                  "Outstanding," when used with respect to Notes, means Notes
outstanding at any time are all the Notes authenticated by the Trustee, except
for those cancelled by it, those paid pursuant to Section 3.06 or 3.09 hereof
and delivered to it for cancellation and those described in this definition as
not outstanding. A Note does not cease to be outstanding because the Company or
an Affiliate thereof holds the Note; provided, however, that in determining
whether the Holders of the requisite Principal Amount at Maturity of Notes have
given or concurred in any request, demand, authorization, direction, notice,
consent or waiver hereunder, Notes owned by the Company or any other obligor
upon the Notes or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a
Responsible Officer of the Trustee

                                       4

actually knows to be so owned shall be so disregarded. Subject to the foregoing,
only Notes outstanding at the time of such determination shall be considered in
any such determination (including, without limitation, determinations pursuant
to Articles V and IX).

                  If a Note is replaced pursuant to Section 3.06, the replaced
Note ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to each of them that the replaced Note is held by a protected
purchaser within the meaning of Article 8 of the Uniform Commercial Code unaware
that such Note has been replaced, in which case the replacement security shall
be deemed not to be outstanding.

                  If the Paying Agent holds, in accordance with this Indenture,
on a Redemption Date, or on the Business Day following the Purchase Date or a
Change in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Notes payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Notes shall cease to
be outstanding and Original Issue Discount and interest (including Contingent
Cash Interest), if any, or cash interest on such Notes shall cease to accrue;
provided that if such Notes are to be redeemed, notice of such redemption has
been duly given pursuant to the Indenture.

                  If a Note is converted in accordance with Article XVI, then
from and after the time of conversion on the Conversion Date, such Note shall
cease to be outstanding and Original Issue Discount and interest (including
Contingent Cash Interest), if any, or cash interest shall cease to accrue on
such Note.

                  "Pari Passu Indebtedness" means any indebtedness of the
Company that is pari passu in right of payment to the Notes.

                  "Permitted Junior Payment" means any payment or other
distribution to the holders of the Notes of securities of the Company or any
other entity that are equity securities (other than Preferred Stock or
Redeemable Capital Stock) or are subordinated in right of payment to all Senior
Indebtedness to substantially the same extent as, or to a greater extent than,
the Notes are so subordinated to Senior Indebtedness.

                  "Preferred Stock" means, with respect to any Person, any
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over the Capital Stock of any other class in such Person.

                  "Principal Amount at Maturity" of a Note means the principal
amount at maturity as set forth on the face of the Note.

                  "Record Date" means either a Regular Record Date or a
Contingent Cash Interest Record Date.

                  "Redeemable Capital Stock" means any Capital Stock that,
either by its terms or by the terms of any security into which it is convertible
or exchangeable or otherwise,

                                       5

                  (i) is or upon the happening of an event or passage of time
would be, required to be redeemed prior to the final stated maturity of the
principal of the Notes,

                  (ii) is redeemable at the option of the holder thereof at any
time prior to such final stated maturity (other than upon a change in control of
the Company in circumstances where the Holders of the Notes would have similar
rights), or

                  (iii) is convertible into or exchangeable for debt securities
at any time prior to any such stated maturity at the option of the holder
thereof.

                  "Redemption Date" or "redemption date" means the date
specified for redemption of the Notes in accordance with the terms of the Notes
and this Indenture.

                  "Redemption Price" or "redemption price" shall have the
meaning set forth in paragraph 6 of the Notes.

                  "Sale Price" of Common Stock on any date means (a) the closing
per share sale price (or, if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such date as reported in the
composite transactions for the principal United States securities exchange on
which the Common Stock is traded or, if the Common Stock is not listed on a
United States national or regional securities exchange, as reported by the
National Association of Securities Dealers Automated Quotation System or by the
National Quotation Bureau Incorporated or (b) in the absence of such quotation,
such price as the Company shall reasonably determine on the basis of such
quotations as most accurately reflecting the price that a fully-informed buyer,
acting on his own accord, would pay to a fully-informed seller, acting on his
own accord in an arm's-length transaction, for a share of such Common Stock.

                  "SEC" means the United States Securities and Exchange
Commission.

                  "Senior Indebtedness" means the principal of, premium, if any,
and interest (including interest, whether or not allowable, accruing after the
filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy law) on, and all other obligations owing by the Company in
respect of, whether outstanding on the Issue Date or thereafter created,
incurred or assumed, and whether at any time owing, actually or contingent,
unless, in the case of any particular Indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall not be senior in right of payment to the
Notes, the following:

                  (i) Indebtedness of the Company (including the Company's
obligations arising from the Company's guarantee of Indebtedness) to banks,
insurance companies, financial institutions and other entities evidenced by
credit or loan agreements, notes or other written obligations;

                  (ii) all other Indebtedness of the Company (including the
Company's obligations arising from the Company's guarantee of the Indebtedness
of others) other than the Notes, whether outstanding on the Issue Date or
thereafter created, incurred or assumed, which is

                                       6

                           (a)      for money borrowed; or

                           (b)      evidenced by a note, security, debenture,
                  bond or similar instrument or guarantee thereof;

                  (iii) the Company's obligations as lessee under leases
required to be capitalized on the balance sheet of the lessee under generally
accepted accounting principles or in respect of any lease or related document
(including a purchase agreement) which provides that the Company is
contractually obligated to purchase or cause a third party to purchase the
leased property or effectively guarantees a minimum residual value of the leased
property to the landlord and the Company's obligations under such lease or
related document to purchase or cause a third party to purchase such leased
property;

                  (iv) the Company's obligations under interest rate and
currency swaps, caps, floors, collars or similar agreements or arrangements;

                  (v) all of the Company's obligations in respect of the
deferred purchase price of property (but excluding any portion thereof
constituting amounts owing for goods, materials or services purchased in the
ordinary course of business or consisting of trade accounts payable, and amounts
owed by the Company for compensation to employees); and

                  (vi) all of the Company's obligations for reimbursement on
account of any letters of credit, bankers acceptances, bank guarantees and other
similar instruments.

                  Notwithstanding the foregoing, "Senior Indebtedness" shall not
include

                  (i) Indebtedness that is contractually subordinate or junior
in right of payment to any of the Company's Indebtedness;

                  (ii) Indebtedness which when incurred and without respect to
any election under Section 1111(b) of Title 11 United States Code, is without
recourse to the Company;

                  (iii) Indebtedness which is represented by Redeemable Capital
Stock;

                  (iv) any liability for foreign, federal, state, local or other
taxes owed or owing by the Company to the extent such liability constitutes
Indebtedness;

                  (v) Indebtedness of the Company to a subsidiary of the Company
or any other Affiliate of the Company or any of such Affiliate's subsidiaries;

                  (vi) to the extent it might constitute Indebtedness, amounts
owing for goods, materials or services purchased in the ordinary course of
business or consisting of trade accounts payable owed or owing by the Company,
and amounts owed by the Company for compensation to employees or services
rendered to the Company;

                  (vii) that portion of any Indebtedness which at the time of
issuance is issued in violation of the Indenture; and

                                       7

                  (viii) Indebtedness evidenced by any guarantee of any
Subordinated Indebtedness or Pari Passu Indebtedness.

                  "Senior Representative" means the agent, indenture trustee or
other trustee or representative for any holders of Senior Indebtedness.

                  "Subordinated Indebtedness" means indebtedness of the Company
that is contractually subordinated in right of payment to the Notes.

                  "Time of Determination" means the time and date of the earlier
of (a) the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 16.07 or 16.08 hereof
applies and (b) the Ex-Dividend Time.

                  "Trading Day" means a day during which trading in securities
generally occurs on the NYSE or, if the Common Stock is not listed on the NYSE,
on the principal other national or regional securities exchange on which the
Common Stock is then listed or, if the Common Stock is not listed on a national
or regional securities exchange, on the National Association of Securities
Dealers Automated Quotation System or, if the Common Stock is not quoted on the
National Association of Securities Dealers Automated Quotation System, on any
Business Day.

                  "Trading Price" means per $1,000 Principal Amount at Maturity
of Notes, on any date, the average of the secondary market bid quotations for
$1,000 Principal Amount at Maturity of the Notes obtained by the Bid
Solicitation Agent for $2,500,000 Principal Amount at Maturity of Notes at
approximately 4:00 p.m., New York City time, on such date from three independent
nationally recognized securities dealers selected by the Company; provided that
if at least three such bids cannot reasonably be obtained by the Bid
Solicitation Agent, but two bids are obtained, then the average of the two bids
shall be used, and if only one such bid can reasonably be obtained by the Bid
Solicitation Agent, one bid shall be used; and provided further that if the Bid
Solicitation Agent cannot reasonably obtain at least one bid for $2,500,000
Principal Amount at Maturity of Notes from a nationally recognized securities
dealer or in the Company's reasonable judgment, the bid quotations are not
indicative of the secondary market value of the Notes, then the Trading Price
per $1,000 Principal Amount at Maturity of Notes shall be deemed to be less than
98% of the product of (a) the Conversion Rate on such date and (b) the Closing
Sale Price on such date.

                  (b) Definitions of the following terms in this First
Supplemental Indenture may be found in the Sections indicated as follows:

Term                                                 Defined in Section
- ----                                                 ------------------
                                                  
"Accreted Conversion Price Per Share"                Exhibit A

"Associate"                                          Section 11.09(a)

"Average Security Market Price"                      Section 2.02(e)(i)

"Base Indenture"                                     Recitals

                                       8

                                                  
"Bid Solicitation Agent"                             Section 3.05

"Change in Control"                                  Section 11.09(a)

"Change in Control Purchase Date"                    Section 11.09(a)

"Change in Control Purchase Notice"                  Section 11.09(c)

"Change in Control Purchase Price"                   Section 11.09(a)

"Company"                                            Preamble

"Company Notice"                                     Section 11.08(b)

"Contingent Cash Interest Payment Date"              Section 2.02(e)(ii)

"Contingent Cash Interest Record Date"               Section 2.02(e)(ii)

"Conversion Agent"                                   Section 3.05

"Conversion Date"                                    Section 16.02

"Conversion Rate"                                    Section 16.01

"Depository"                                         Section 2.01(a)

"Defaulted Interest"                                 Section 3.07

"Dividend Threshold Amount"                          Section 16.09

"Ex-Dividend Date"                                   Section 16.08(b)

"Expiration Time"                                    Section 16.10

"First Supplemental Indenture"                       Preamble

"Future Supplemental Indenture"                      Recitals

"Global Notes"                                       Section 2.01(a)

"Initial Period"                                     Section 18.03(c)

"Indenture"                                          Recitals

"Non-payment Default"                                Section 18.03(b)

"Notes"                                              Recitals

"Payment Blockage Period"                            Section 18.03(b)

                                       9

                                                  
"Payment Default"                                    Section 18.03(a)

"Post-Distribution Price"                            Section 16.08(b)

"Purchase Date"                                      Section 11.08(a)

"Purchase Notice"                                    Section 11.08(a)

"Purchase Price"                                     Section 11.08(a)

"Purchased Shares"                                   Section 16.10(i)

"Regular Cash Dividends"                             Exhibit A

"Relevant Value"                                     Section 2.02(e)(i)

"Rights"                                             Section 16.21

"Rights Agreement"                                   Section 16.21

"Semiannual Period"                                  Section 2.02(e)(i)

"Senior Subordinated Convertible Notes due 2034"     Section 2.02(a)

"Special Record Date"                                Section 3.07(a)

"Tax Original Issue Discount"                        Section 17.02(a)

"Trustee"                                            Preamble

                                   ARTICLE II

                           FORM AND TERMS OF THE NOTES

SECTION 2.01 Form Generally.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the forms of Exhibits A-1 and A-2 attached hereto,
which are a part of this Indenture. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company shall
provide any such notations, legends or endorsements to the Trustee in writing.
Each Note shall be dated the date of its authentication. The Notes shall be
issued only in registered form without coupons and only in denominations of
$1,000 Principal Amount at Maturity and any integral multiple thereof.

                  The terms and notations contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

                                       10

                  (a) Global Notes. The Notes shall be issued initially in the
form of one or more fully registered global notes (the "Global Notes")
substantially in the form of Exhibit A-1 attached hereto, which shall be
deposited on behalf of the purchasers of the Notes represented thereby with The
Depository Trust Company, New York, New York (the "Depository") and registered
in the name of Cede & Co., the Depository's nominee, duly executed by the
Company, authenticated by the Trustee. The aggregate Principal Amount at
Maturity of Outstanding Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its nominee
as hereinafter provided.

                  The Global Notes may not be transferred except by the
Depository, in whole or in part, to another nominee of the Depository or to a
successor of the Depository or its nominee. If at any time (i) the Depository
notifies the Company that the Depository is unwilling or unable to continue as
Depository for the Global Notes or if at any time the Depository ceases to be a
clearing agency registered under the Exchange Act and a successor Depository for
the Global Notes is not appointed by the Company within 90 days after delivery
of such notice, (ii) the Company in its sole discretion decides to discontinue
use of the system of book-entry transfer through the Depository (or any
successor of the Depository) or (iii) there shall have occurred and be
continuing an Event of Default with respect to the Notes under the Indenture,
then the Company shall execute, and the Trustee shall, upon receipt of a Company
Order for authentication, authenticate and deliver, definitive Notes in an
aggregate principal amount equal to the Principal Amount at Maturity of such
Global Notes.

                  (b) Book-Entry Provisions. This Section 2.01(b) shall apply
only to the Global Notes deposited with or on behalf of the Depository.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(b), authenticate and deliver the Global Notes that shall
be registered in the name of the Depository or the nominee of the Depository and
shall be delivered by the Trustee to the Depository or pursuant to the
Depository's written instructions.

                  Depository participants shall have no rights either under this
Indenture or with respect to any Global Notes held on their behalf by the
Depository or under such Global Notes. The Depository shall be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the record
owner of such Global Note for all purposes under this Indenture. Notwithstanding
the foregoing, nothing herein shall prevent the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and the
Depository participants, the operation of customary practices of such Depository
governing the exercise of the rights of an owner of a beneficial interest in the
Global Notes.

                  (c) Definitive Notes. Notes issued in certificated form shall
be substantially in the form of Exhibit A-2 attached hereto, but without
including the text referred to therein as applying only to Global Notes. Except
as provided above in subsection (a), owners of beneficial interests in the
Global Notes will not be entitled to receive physical delivery of definitive
Notes.

                  (d) Transfer and Exchange of the Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through
the Depository, in accordance with this

                                       11

Indenture and the procedures of the Depository. Beneficial interests in the
Global Notes may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in the Global Notes.

SECTION 2.02 Terms of the Notes.

                  THE FOLLOWING TERMS RELATING TO THE NOTES ARE HEREBY
ESTABLISHED:

                  (a) Title. The Notes shall constitute a series of Securities
having the title "Senior Subordinated Convertible Notes due 2034."

                  (b) Principal Amount. The aggregate Principal Amount at
Maturity of the Notes that may be authenticated and delivered under the
Indenture (except for Notes authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section
3.04, 3.05 or 3.06 of the Indenture) shall be $582,249,000.

                  (c) Stated Maturity. The entire outstanding Principal Amount
of Maturity at the Notes shall be due and payable, unless accelerated, redeemed
or required to be repurchased or converted pursuant to the Indenture, on January
15, 2034.

                  (d) Interest

                           (i)      The rate at which the Notes shall bear cash
                  interest shall be 1.4813% per annum on the Principal Amount at
                  Maturity of the Notes; the date from which interest shall
                  accrue on the Notes shall be December 29, 2003, or the most
                  recent Interest Payment Date to which cash interest has been
                  paid or provided for until January 15, 2009; the Interest
                  Payment Dates for cash interest for the Notes shall be January
                  15 and July 15 of each year, beginning July 15, 2004; the
                  interest so payable, and punctually paid or duly provided for,
                  on any Interest Payment Date, will be paid, in immediately
                  available funds, to the Persons in whose names the Notes (or
                  one or more Predecessor Securities) are registered at the
                  close of business on the Regular Record Date for such
                  interest, which shall be the December 31 or June 30, as the
                  case may be, next preceding such Interest Payment Date.
                  Interest shall be calculated on the basis of a 360-day year of
                  twelve 30-day months.

                           (ii)     Original Issue Discount, in the period
                  during which a Note remains Outstanding, shall accrue at 3.75%
                  per annum of the Issue Price plus any previously accrued
                  Original Issue Discount, beginning on January 15, 2009, on a
                  semiannual bond equivalent basis using a 360-day year of
                  twelve 30-day months.

                  (e) Contingent Interest

                           (i)      Contingent Cash Interest. The Company shall
                  make Contingent Cash Interest payments to the Holders during
                  any six-month period from January 16 and July 15 and from July
                  16 to January 15, beginning with the six-month period
                  commencing on January 16, 2009 (each, a "Semiannual Period")
                  if, but only if, the Average Security Market Price for the
                  five Trading Days ending on

                                       12

                  the third Trading Day immediately preceding the first day of
                  the applicable Semiannual Period equals 120% or more of the
                  Relevant Value per Note. During any Semiannual Period when
                  Contingent Cash Interest is payable pursuant to this Section
                  2.02(e), each Contingent Cash Interest payment due and payable
                  on each $1,000 Principal Amount at Maturity of Notes for the
                  applicable Semiannual Period, shall equal the annual rate of
                  0.25% of the Average Security Market Price for the five
                  Trading Day measuring period referred to in the preceding
                  sentence. Contingent Cash Interest shall be calculated on the
                  basis of a 360-day year of twelve 30-day months.

                  As used in this Section 2.02(e), "Relevant Value" means the
                  sum of the Issue Price, accrued Original Issue Discount and
                  accrued cash interest, if any, on such Note to the day
                  immediately preceding the first day of the applicable
                  Semiannual Period. "Average Security Market Price" means, on
                  any date, the average of the secondary market bid quotations
                  per $1,000 Principal Amount at Maturity of Notes obtained by
                  the Bid Solicitation Agent for $2,500,000 Principal Amount at
                  Maturity of Notes at approximately 4:00 p.m., New York City
                  time, on such date from at least one independent nationally
                  recognized securities dealer (none of which shall be an
                  Affiliate of the Company) selected by the Company; provided,
                  however, that if (a) the Bid Solicitation Agent cannot
                  reasonably obtain at least one bid for $2,500,000 Principal
                  Amount at Maturity of Notes from a nationally recognized
                  securities dealer or (b) in the Company's reasonable judgment,
                  the bid quotations are not indicative of the secondary market
                  value of the Notes as of such date, then the Average Security
                  Market Price for such date shall equal the product of (i) the
                  Conversion Rate in effect as of such determination date
                  multiplied by (ii) the average Sale Price of the Common Stock
                  for the five Trading Days ending on such date, appropriately
                  adjusted, without duplication, to take into account the
                  occurrence, during the period commencing on the first of such
                  Trading Days during such five Trading Day period and ending on
                  such determination date, of any event described in Section
                  16.06. 16.07, 16.08, 16.09 or 16.10 hereof (subject to the
                  conditions set forth in Section 16.12 hereof).

                  The Original Issue Discount of the Notes will continue to
                  accrue whether or not Contingent Cash Interest payments are
                  made.

                           (ii)     Payment of Contingent Cash Interest;
                  Contingent Cash Interest Rights Preserved. If payable,
                  Contingent Cash Interest on a Note shall be paid to the Person
                  who is the Holder of that Note on the 15th day preceding the
                  last day of the applicable Semiannual Period (the "Contingent
                  Cash Interest Record Date"). Such payments shall be paid on
                  the last day of the Semiannual Period (in each case, a
                  "Contingent Cash Interest Payment Date"). Each payment of
                  Contingent Cash Interest on any Note shall be paid (A) if such
                  Note is held in the form of a Global Note, in the same-day
                  funds by transfer to an account maintained by the payee
                  located inside the United States, or (B) if such Note is held
                  in the form of a certificated Note, by check, mailed to the
                  address of such Holder as set forth in the Security Register.
                  In the case of a Global Note, interest payable on any
                  Contingent Cash Interest Payment Date will be paid to the

                                       13

                  Depositary for the purpose of permitting the Depository to
                  credit the interest received by it in respect of such Global
                  Note to the accounts of the beneficial owners thereof.

                  Upon determination that Holders of Notes will be entitled to
                  receive Contingent Cash Interest during a Semiannual Period,
                  the Company will issue a press release and use its reasonable
                  best efforts to post such information on its website or
                  through such other public medium as the Company may use at the
                  time.

                  The Company may unilaterally increase the amount of interest
                  or Contingent Cash Interest it is required to pay but shall
                  have no obligation to do so.

SECTION 2.03 Calculations.

                  For the sole benefit of the Holders of the Notes, the
following Section 1.13 shall apply to the Notes:

                  Section 1.13 Calculations.

                  The calculation of the Purchase Price, Change in Control
Purchase Price, Conversion Rate, Sale Price of the Common Stock and each other
calculation to be made hereunder shall be the obligation of the Company. All
calculations made by the Company as contemplated pursuant to this Section 1.13
or otherwise pursuant to the Notes shall be final and binding on the Company and
the Holders absent manifest error. The Trustee, Paying Agent and Conversion
Agent shall not be obligated to recalculate, recompute or confirm any such
calculations.

SECTION 2.04 Application of Section 3.03 of the Indenture.

                  For the sole benefit of the Holders of the Notes, the words
"under its corporate seal reproduced thereon attested by its Secretary or one of
its Assistant Secretaries" in the first paragraph of Section 3.03 of the Base
Indenture shall not apply.

SECTION 2.05 Registration, Registration of Transfer and Exchange.

                  For the sole benefit of the Holders of the Notes, the first
paragraph of Section 3.05 of the Base Indenture shall not apply, but the
following paragraph shall apply in its place:

                  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 Notes and for transfers of
Notes. The Company shall maintain a Paying Agent where Notes may be presented
for purchase or payment. The Company shall maintain an office or agency where
Notes may be presented for conversion ("Conversion Agent"). The Company shall
also appoint a bid solicitation agent (the "Bid Solicitation Agent") to act
pursuant to Section 2.02(e) of this First Supplemental Indenture when necessary.
The Company may have one or more co-registrars, one or more additional

                                       14

paying agents and one or more additional conversion agents. The term Paying
Agent includes any additional paying agent. The term Conversion Agent includes
any additional conversion agent.

                  The Company shall enter into an appropriate agency agreement
with any Security Registrar or Co-Security Registrar, Paying Agent, Conversion
Agent or Bid Solicitation Agent (other than the Trustee). The agreement shall
implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee in writing of the name and address of any such
agent. If the Company fails to maintain a Security Registrar, Paying Agent,
Conversion Agent or when necessary a Bid Solicitation Agent, the Trustee shall
act as such and shall be entitled to appropriate compensation therefor pursuant
to Section 6.07 hereof. The Company or any Subsidiary or an Affiliate of either
of them may act as Paying Agent, Security Registrar, Conversion Agent or
Co-Security Registrar. None of the Company or any Subsidiary or any Affiliate of
the Company or any Subsidiary may act as Bid Solicitation Agent.

                  The Company initially appoints the Trustee as Security
Registrar, Conversion Agent and Paying Agent in connection with the Notes.

SECTION 2.06 Payment of Interest; Interest Rights Reserved.

                  For the sole benefit of the Holders of the Notes, Section 3.07
of the Base Indenture shall not apply and the following Section 3.07 shall apply
in its place:

                  SECTION 3.07 Payment of Interest; Interest Rights Reserved.

                  Cash or Contingent Cash Interest on any Note that is payable
in cash, and is punctually paid or duly provided for, on any applicable payment
date shall be paid to the Person in whose name that Note is registered at the
close of business on the Record Date for such interest at the office or agency
of the Company maintained for such purpose. Each installment of cash interest or
Contingent Cash Interest on any Note shall be paid in same-day funds by transfer
to an account maintained by the payee located inside the United States, if the
Trustee shall have received proper wire transfer instructions from such payee
not later than the related Record Date or, if no such instructions have been
received, by check mailed to the payee at its address set forth on the Security
Registrar's books. In the case of a permanent Global Note, cash interest or
Contingent Cash Interest payable on any applicable payment date will be paid to
the Depositary, with respect to that portion of such permanent Global Note held
for its account by Cede & Co. for the purpose of permitting such party to credit
the interest received by it in respect of such permanent Global Note to the
accounts of the beneficial owners thereof.

                  Except as otherwise specified with respect to the Notes, any
cash interest or Contingent Cash Interest on any Note that is payable, but is
not punctually paid or duly provided for, within 30 days following any
applicable payment date (herein called "Defaulted Interest," which term shall
include any accrued and unpaid interest that has accrued on such defaulted
amount in accordance with paragraph 1 of the Notes), shall be paid by the
Company, at its election in each case (x) to the Holder as of a Special Record
Date, as determined in accordance with clause (a) below, or (y) in the manner
set forth in clause (b) below:

                                       15

                  (a) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Notes are registered at the close of
business on a Special Record Date (as defined herein) 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 Note and the date of the proposed payment (which shall not be
less than 20 days after such notice is received by the Trustee), 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 on or 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 (a) provided. Thereupon the Trustee shall fix a special record date
(the "Special Record Date") for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Notes at his address as it appears on the list of Holders
maintained pursuant to Section 3.05 hereof not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Notes are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (b) of this Section 3.07.

                  (b) The Company may make payment of any Defaulted Interest on
the Notes in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Notes may be listed, and upon such notice
as may be required by such exchange, if, after written 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 3.07 and
Section 3.05 hereof, each Note delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Note shall carry the
rights to cash and Contingent Cash Interest accrued and unpaid, and to accrue,
which were carried by such other Note.

SECTION 2.07 Satisfaction and Discharge.

                  For the sole benefit of the Holders of the Notes, Article IV
of the Base Indenture shall not apply and the following Article IV shall apply
in its place:

                                   ARTICLE IV
                             DISCHARGE OF INDENTURE

                  SECTION 4.01 Discharge of Liability on Notes.

                  When (a) the Company delivers to the Trustee all outstanding
Notes (other than Notes replaced pursuant to Section 3.06 hereof) for
cancellation or (b) all outstanding Notes have

                                       16

become due and payable and the Company irrevocably deposits with the Trustee,
the Paying Agent (if the Paying Agent is not the Company or any of its
Affiliates) or the Conversion Agent cash or, if expressly permitted by the terms
of the Notes or the Indenture, Common Stock sufficient to pay all amounts due
and owing on all Outstanding Notes (other than Notes replaced pursuant to
Section 3.06 hereof), and if in either case the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, upon a Company
Order, subject to Sections 6.03 and 6.07 hereof, which sections shall survive
such discharge, cease to be of further effect. The Trustee shall join in the
execution of a document prepared by the Company acknowledging satisfaction and
discharge of this Indenture on written demand of the Company accompanied by an
Officers' Certificate and Opinion of Counsel complying with Section 1.02 of the
Base Indenture and at the cost and expense of the Company.

                  SECTION 4.02 Repayment to the Company.

                  The Trustee and the Paying Agent shall return to the Company
upon written request any money or securities held by them for the payment of any
amount with respect to the Notes that remains unclaimed for two years, subject
to applicable unclaimed property law. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person and the Trustee and the Paying Agent shall have no further liability to
the Holders with respect to such money or securities for that period commencing
after the return thereof.

SECTION 2.08 Events of Default.

                  For the sole benefit of the Holders of the Notes, Subsection
5.01 of the Base Indenture Subsections (a) through (g) thereof in their entirety
shall not apply and the following Subsections (a) through (f) shall apply in its
place:

                  (a) default in the payment of the Principal Amount at
Maturity, Redemption Price, Purchase Price or Change in Control Purchase Price
on any Note when the same becomes due and payable at its Stated Maturity, upon
redemption, upon declaration, when due for purchase by the Company or otherwise;
or

                  (b) default in the payment of any cash interest, including
Contingent Cash Interest, under the Notes when it becomes due and payable, and,
other than in respect of any interest, including Contingent Cash Interest due
and payable at Maturity, continuance of such default for a period of thirty (30)
days; or

                  (c) failure by the Company to comply with any of the other
agreements in the Notes or the Indenture (other than those referred to in
clauses (a) and (b) above) upon the Company's receipt of written notice of such
default from the Trustee or from Holders of not less than 25% in aggregate
Principal Amount at Maturity of the Outstanding Notes, and the Company's failure
to cure (or obtain a waiver of) such default within 60 days after the Company
receives such written notice; or

                  (d) (i) the Company or any Subsidiary defaults in the payment
of principal of any Indebtedness when due (after giving effect to any applicable
grace period) and the aggregate principal amount of such Indebtedness at such
time exceeds $10,000,000, or (ii) the Company or

                                       17

any Subsidiary defaults under any Indebtedness which default results in such
Indebtedness being accelerated or declared due and payable, and the aggregate
principal amount of such Indebtedness so accelerated or declared due and payable
exceeds $10,000,000 upon the receipt of written notice of such default from the
Trustee or from Holders of not less than 25% in aggregate Principal Amount at
Maturity of the Outstanding Notes and such acceleration or declaration has not
been rescinded or annulled or such Indebtedness repaid within a period of 10
days after receipt by the Company of a written notice from the Trustee;
provided, however, that if any such default specified in (i) or (ii) shall be
cured, waived, rescinded or annulled or such Indebtedness repaid then the Event
of Default by reason thereof shall be deemed not to have occurred; or

                  (e) the Company pursuant to or under or within the meaning of
any Bankruptcy Law:

                           (i) commences a voluntary case or proceeding;

                           (ii) consents to the entry of an order for relief
                  against it in an involuntary case or proceeding or the
                  commencement of any case against it;

                           (iii) consents to the appointment of a Custodian for
                  all or substantially all of its property;

                           (iv) makes a general assignment for the benefit of
                  its creditors;

                           (v) files a petition in bankruptcy or answer or
                  consent seeking reorganization or relief; or

                           (vi) consents to the filing of such petition or the
                  appointment of or taking possession by a Custodian; or

                  (f) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                           (i) is for relief against the Company in an
                  involuntary case or proceeding, or adjudicates the Company
                  insolvent or bankrupt;

                           (ii) appoints a Custodian of the Company or for all
                  or substantially all of its property; or

                           (iii) orders the winding up or liquidation of the
                  Company;

                  and such order or decree remains unstayed and in effect for 60
days.

SECTION 2.09 Acceleration of Maturity; Rescission and Annulment.

                  For the sole benefit of the Holders of the Notes, Section 5.02
of the Base Indenture shall not apply and the following Section 5.02 shall apply
in its place:

                                       18

                  SECTION 5.02. Acceleration of Maturity; Rescission and
Annulment.

                  If an Event of Default (other than an Event of Default
specified in Section 5.01(e) or (f) in respect of the Company) occurs and is
continuing, the Trustee by written notice to the Company, or the Holders of at
least 25% in aggregate Principal Amount at Maturity of the Notes at the time
outstanding by written notice to the Company and the Trustee, may declare the
Issue Price plus accrued Original Issue Discount and any accrued and unpaid cash
interest including Contingent Cash Interest, through the date of declaration on,
all the Notes to be immediately due and payable. Upon such a declaration, such
Issue Price plus accrued Original Issue Discount, and such accrued and unpaid
cash interest, if any, including Contingent Cash Interest, if any, shall be due
and payable immediately. If an Event of Default specified in Section 5.01(e) or
(f) occurs in respect of the Company and is continuing, the Issue Price plus
accrued Original Issue Discount and any accrued and unpaid cash interest,
including Contingent Cash Interest, on all the Notes shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders. The Holders of a majority in aggregate Principal
Amount at Maturity of the Outstanding Notes, by written notice to the Trustee
(and without notice to any other Holder) may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of the Issue Price plus accrued Original Issue Discount and any
accrued and unpaid cash interest, including Contingent Cash Interest, that have
become due solely as a result of acceleration and if all amounts due to the
Trustee under Section 6.07 hereof have been paid. No such rescission shall
affect any subsequent Default or impair any right consequent thereto.

SECTION 2.10 Unconditional Right of Holders to Receive Principal, Premium and
Interest.

                  For the sole benefit of the Holders of the Notes, Section 5.08
of the Base Indenture shall not apply and the following Section 5.08 shall apply
in its place:

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

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of the Principal Amount at Maturity,
Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase
Price, Change in Control Purchase Price, or cash interest, including Contingent
Cash Interest, if any, in respect of the Notes held by such Holder, on or after
the respective due dates expressed in the Notes or any Redemption Date, and to
convert the Notes in accordance with Article XVI hereof, or to bring suit for
the enforcement of any such payment on or after such respective dates or the
right to convert, shall not be impaired or affected adversely without the
consent of such Holder.

SECTION 2.11 Waiver of Past Defaults.

                  For the sole benefit of the Holders of the Notes, Section 5.13
of the Base Indenture shall not apply and the following Section 5.13 shall apply
in its place:

                                       19

                  SECTION 5.13 Waiver of Past Defaults.

                  Subject to Section 5.02, the Holders of a majority in
aggregate Principal Amount at Maturity of the Outstanding Notes, by written
notice to the Trustee (and without notice to any other Holder), may on behalf of
the Holders of all of the Notes waive an existing Default and its consequences
except (a) an Event of Default described in Section 5.01(a) or (b), (b) a
Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Holder affected or (c) a Default which constitutes a
failure to convert any Note in accordance with the terms of Article XVI. When a
Default is waived, such Default shall cease to exist and any Event of Default
arising therefrom shall be deemed cured for every purpose of the Indenture, but
no such waiver shall extend to any subsequent or other Default or impair any
consequent right. This Section 5.13 shall be in lieu of Section 316(a)1(B) of
the TIA and such Section 316(a)1(B) is hereby expressly excluded from this
Indenture, as permitted by the TIA.

SECTION 2.12 Notice of Defaults.

                  For the sole benefit of the Holders of the Notes, Section 6.02
of the Base Indenture shall not apply and the following Section 6.02 shall apply
in its place:

                  Section 6.02. Notice of Defaults.

                  Within ninety (90) days after the occurrence of any default
hereunder with respect to the Notes, the Trustee shall transmit by mail to all
Holders of Notes, 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 Note of such series or in the payment of any sinking fund
installment with respect to Notes 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 Notes of such series.

SECTION 2.13 Consolidation, Merger, Conveyance, Transfer or Lease.

                  For the sole benefit of the Holders of the Notes, Article VIII
of the Base Indenture shall not apply and the following Article VIII shall apply
in its place:

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 8.01 When Company May Merge or Transfer Assets.

                  The Company shall not consolidate with or merge with or into
any other person or convey, transfer or lease all or substantially all of its
properties and assets to any person, nor will the Company permit any Subsidiary
to enter into any such transaction or series of transactions (other than to the
Company or another Subsidiary) if such transaction or series of transactions, in
the aggregate, would result in a sale, assignment, transfer, lease or other
disposition of all or

                                       20

substantially all of the properties and assets of the Company and its
Subsidiaries on a consolidated basis to any other person or persons, unless:

                  (a) either (i) the Company or such Subsidiary shall be the
surviving corporation or (ii) the person (if other than the Company) formed by
such consolidation or into which the Company or such Subsidiary is merged or the
person which acquires by conveyance, transfer or lease the properties and assets
of the Company or such Subsidiary substantially as an entirety (A) shall be
organized and validly existing under the laws of the United States or any state
thereof or the District of Columbia and (B) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all of the obligations of the Company or such
Subsidiary under the Notes and this Indenture;

                  (b) immediately after giving effect to such transaction, no
Default shall have occurred and be continuing; and

                  (c) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture, comply with this Article VIII and that all conditions precedent
herein provided for relating to such transaction have been satisfied.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more
Subsidiaries (other than to the Company or another Subsidiary), which, if such
assets were owned by the Company, would constitute all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

                  The successor person formed by such consolidation or into
which the Company or the applicable Subsidiary is merged or the successor person
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 or the
applicable Subsidiary under this Indenture with the same effect as if such
successor had been named as the Company or the applicable Subsidiary herein; and
thereafter, except in the case of a lease and any obligations the Company or the
applicable Subsidiary may have under a supplemental indenture pursuant to
Section 16.16 hereof, the Company or the applicable Subsidiary shall be
discharged from all obligations and covenants under this Indenture and the
Notes. Subject to Section 9.03 hereof, the Company, the applicable Subsidiary,
the Trustee and the successor person shall enter into a supplemental indenture
to evidence the succession and substitution of such successor person and such
discharge and release of the Company and the applicable Subsidiary.

SECTION 2.14 Supplemental Indentures Without the Consent of Holders.

                  For the sole benefit of the Holders of the Notes, Section 9.01
shall not apply and the following Subsections 9.01(a)-(i) shall apply in its
place:

                  (a) to cure any ambiguity, omission, defect or internal
inconsistency in the Indenture (as supplemented); or

                                       21

                  (b) to comply with Article VIII or Section 16.16 hereof; or

                  (c) to secure the Company's obligations under the Notes and
this Indenture; or

                  (d) to add to the Company's covenants for the benefit of the
Holders or to surrender any right or power conferred upon the Company; or

                  (e) to add a guarantor in respect of the Company's obligations
hereunder; or

                  (f) to evidence and provide the acceptance of the appointment
of a successor Trustee under the Indenture; or

                  (g) to comply with the requirements of the SEC in order to
effect or maintain qualification of the Indenture under the Trust Indenture Act,
as contemplated by the Indenture or otherwise; or

                  (h) to make any change that does not adversely affect the
rights of any Holders in any material respect (it being understood that any
amendment described in clause (a) of this Section 9.01 made solely to conform
this Indenture to the final prospectus supplement provided to investors in
connection with the initial offering of the Notes will be deemed not to
adversely affect the rights or interests of Holders); or

                  (i) to increase the amount of Contingent Cash Interest the
Company is required to pay, or pay interest or other amounts the Company is not
obligated to pay; or

                  (j) to take such other actions that the Indenture specifically
permits the Company to take unilaterally without requiring any consent of the
Holders.

SECTION 2.15 Supplemental Indentures With the Consent of Holders.

                  For the sole benefit of the Holders of the Notes, Subsections
9.02(a), (b) and (c) shall not apply and the following Subsections 9.02(a)
through (m) shall apply in its place:

                  (a) reduce the percentage in Principal Amount at Maturity of
Notes whose Holders must consent to an amendment; or

                  (b) make any change in the manner or rate of accrual of
Original Issue Discount or cash interest, including Contingent Cash Interest,
reduce the rate of cash interest, including Contingent Cash Interest, referred
to in paragraph 1 of the Notes or extend the time for payment of Original Issue
Discount or cash interest, including Contingent Cash Interest, if any, on any
Note; or

                  (c) reduce the Principal Amount at Maturity, restated
principal amount, Issue Price, accrued Original Issue Discount or cash interest,
with respect to any Note, or extend the Stated Maturity of any Note; or

                  (d) reduce the Redemption Price, Purchase Price or Change in
Control Purchase Price of any Note; or

                                       22

                  (e) make any Note payable in money or securities other than
that stated in the Note; or

                  (f) make any change in this Section 9.02, except to increase
any percentage set forth therein; or

                  (g) make any change that adversely affects the right to
convert any Note as provided in paragraph 9 of the Notes or pursuant to Article
XVI in any material respect; or

                  (h) make any change that adversely affects the right to
require the Company to purchase the Notes in accordance with the terms thereof
and this Indenture in any material respect; or

                  (i) change the provisions of this Indenture that relate to
modifying or amending this Indenture; or

                  (j) make any change to the provisions of the Indenture
relating to the subordination of the Notes in any manner adverse to the Holders
of the Notes in any material respect; or

                  (k) except as otherwise permitted under Article VIII, consent
to the assignment or transfer by the Company of any of its rights and
obligations hereunder; or

                  (l) make any change to the obligation of the Company to
repurchase all or any part of the Notes in the event of a Change in Control in
accordance with Section 11.09, including amending, changing or modifying any
definitions with respect thereto; or

                  (m) impair the right to institute suit for the enforcement of
any payment with respect to, or conversion of, the Notes.

SECTION 2.16 Payment of Notes.

                  For the sole benefit of the Holders of the Notes, Section
10.01 of the Base Indenture shall not apply and Section 10.03 shall not apply
and the following Section 10.01 shall apply in its place:

                  SECTION 10.01 Payment of Notes.

                  The Company shall promptly make all payments in respect of the
Notes on the dates and in the manner provided in the Notes or pursuant to the
Indenture. Any amounts to be given to the Trustee or Paying Agent, shall be
deposited with the Trustee or Paying Agent by 10:00 a.m., New York City time, by
the Company. Principal Amount at Maturity, Issue Price plus accrued Original
Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase
Price, cash interest and Contingent Cash Interest, if any, shall be considered
paid on the applicable date due if on such date (or, in the case of a Purchase
Price or Change in Control Purchase Price, on the Business Day following the
applicable Purchase Date or Change in Control Purchase Date, as the case may be)
the Trustee or the Paying Agent holds, in accordance

                                       23

with this Indenture, money or securities, if permitted hereunder, sufficient to
pay all such amounts then due.

SECTION 2.17 Statement as to Compliance.

                  For the sole benefit of the Holders of the Notes, Section
10.05 of the Base Indenture shall not apply and the following Section 10.05
shall apply in its place:

                  Section 10.05 Statement as to Compliance.

                  The Company will deliver to the Trustee, within 60 days after
the end of each fiscal quarter and 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
quarter or year, as applicable, 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 of its obligations under this Indenture through
such quarter or year, as applicable, 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 2.18 Waiver of Compliance.

                  For the sole benefit of the Holders of the Notes, Section
10.06 of the Base Indenture shall not apply and the following Section 10.06
shall apply in its place:

                  SECTION 10.06 Waiver of Compliance.

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 10.02, 10.05, 10.07, 10.08 or
10.09 if before the time for such compliance the Holders of a majority in
aggregate Principal Amount at Maturity of the Notes at the time outstanding
shall notify the Company and the Trustee in writing that they elect to either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

SECTION 2.19 Limitation on Senior Subordinated Indebtedness.

                  For the sole benefit of the Holders of the Notes, Section
10.07 shall be added to the Base Indenture as follows:

                                       24

                  Section 10.07. Limitation on Senior Subordinated Indebtedness.

                  The Company will not, directly or indirectly, create, incur,
issue, assume, guarantee or otherwise in any manner become directly or
indirectly liable for or with respect to or otherwise permit to exist any
Indebtedness that is subordinate in right of payment to any Indebtedness of the
Company, unless such Indebtedness is (x) also pari passu in right of payment
with the Notes or (y) subordinated in right of payment to the Notes at least to
the same extent as the Notes are subordinated in right of payment to Senior
Indebtedness, as set forth in this Indenture.

SECTION 2.20 SEC and Other Reports.

                  For the sole benefit of the Holders of the Notes, Section
10.08 shall be added to the Base Indenture as follows:

                  SECTION 10.08 SEC and Other Reports.

                  The Company shall deliver to the Trustee, within 15 days after
it files such annual and quarterly reports, information, documents and other
reports with the SEC, copies of its annual report and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the provisions of Trust Indenture Act Section
314(a). Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of the same shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 2.21 Covenant to Comply With Securities Laws Upon Purchase of Notes.

                  For the sole benefit of the Holders of the Notes, Section
10.09 shall be added to the Base Indenture as follows:

                  SECTION 10.09. Covenant to Comply With Securities Laws Upon
Purchase of Notes.

                  In connection with any offer to purchase or purchase of Notes
under Section 11.08 or 11.09 hereof (provided that such offer or purchase
constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which term, as
used herein, includes any successor provision thereto) under the Exchange Act at
the time of such offer or purchase), the Company shall to the extent applicable
(a) comply with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (b) file the
related Schedule TO (or any successor schedule, form or report) under the
Exchange Act, and (c) otherwise comply with all Federal and state securities
laws so as to permit the rights and obligations under Sections 11.08 and 11.09
hereof to be exercised in the time and in the manner specified in Sections 11.08
and 11.09 hereof.

                                       25

SECTION 2.22 Further Instruments and Acts.

                  For the sole benefit of the Holders of the Notes, Section
10.10 shall be added to the Base Indenture as follows:

                  Section 10.10. Further Instruments and Acts.

                  Upon request of the Trustee, the Company will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purposes of this
Indenture.

SECTION 2.23 Redemption and Purchases.

                  For the sole benefit of the Holders of the Notes, Article XIV
of the Base Indenture shall not apply and Article XI of the Base Indenture shall
not apply and the following Article XI shall apply in its place:

                                   ARTICLE XI

                            REDEMPTION AND PURCHASES

                  Section 11.01 Right to Redeem; Notices to Trustee.

                  The Company, at its option, may redeem the Notes in accordance
with the provisions of paragraphs 6 and 8 of the Notes. Prior to January 15,
2009, the Company may not redeem the Notes. Beginning on January 15, 2009, the
Company may redeem the Notes for cash in whole at any time, or in part from time
to time. If the Company elects to redeem Notes pursuant to paragraph 6 of the
Notes, it shall notify the Trustee in writing of the Redemption Date, the
Principal Amount at Maturity of Notes to be redeemed, the Redemption Price and
the amount of accrued and unpaid cash interest, if any, including Contingent
Cash Interest, if any, payable on the Redemption Date.

                  The Company shall give the notice to the Trustee provided for
in this Section 11.01 by a Company Order, at least 45 days before the Redemption
Date (unless a shorter notice shall be reasonably satisfactory to the Trustee).
If less than all the Outstanding Notes are to be redeemed, the record date
relating to such redemption shall be selected by the Company and given to the
Trustee, which record date shall not be less than ten days after the date of
notice to the Trustee (or such other period reasonably satisfactory to the
Trustee).

                  SECTION 11.02 Selection of Notes to Be Redeemed.

                  If less than all the Outstanding Notes are to be redeemed, the
Trustee shall select the Notes to be redeemed pro rata or by lot or by any other
method the Trustee considers fair and appropriate (so long as such method is not
prohibited by the rules of any securities exchange on which the Notes are then
listed). The Trustee shall make the selection at least 30 days but not more than
60 days before the Redemption Date from Outstanding Notes not previously called
for redemption. The Trustee may select for redemption portions of the Principal
Amount at Maturity of Notes that have denominations larger than $1,000.

                                       26

                  Notes and portions of them the Trustee selects shall be in
Principal Amounts at Maturity of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall promptly
notify the Company in writing of the Notes or portions of Notes to be redeemed.

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

                  SECTION 11.03 Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Notes to be redeemed.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (a) the Redemption Date;

                  (b) the Redemption Price, or if then not ascertainable, the
manner of calculation thereof, and the amount of accrued and unpaid cash
interest, if any, including Contingent Cash Interest, if any, to but not
including the Redemption Date;

                  (c) the Conversion Rate;

                  (d) the name and address of the Paying Agent and Conversion
Agent;

                  (e) that Notes called for redemption may be converted at any
time before the close of business on the second Business Day immediately
preceding the Redemption Date, even if not otherwise convertible at such time;

                  (f) that Holders who want to convert Notes must satisfy the
requirements set forth in paragraph 9 of the Notes;

                  (g) if applicable, the election of the Company (which, subject
to the provisions of Article XVI of the Indenture, shall be irrevocable) to
deliver shares of Common Stock or to pay cash in lieu of delivery of such shares
with respect to any Notes that may be converted after mailing of such notice
prior to the Redemption Date;

                  (h) that Notes called for redemption must be surrendered to
the Paying Agent to collect the Redemption Price and accrued and unpaid cash
interest, if any, including Contingent Cash Interest, if any;

                  (i) if fewer than all the Outstanding Notes are to be
redeemed, the certificate number and Principal Amounts at Maturity of the
particular Notes to be redeemed to the extent certificated;

                                       27

                  (j) the amount of interest, if any, that will be paid in
connection with such redemption and that, unless the Company defaults in making
payment of such Redemption Price and any cash interest which is due and payable,
Original Issue Discount or cash interest, including Contingent Cash Interest,
will cease to accrue on and after the Redemption Date;

                  (k) the CUSIP number of the Notes; and

                  (l) any other information the Company desires, in its own
discretion, to present.

                  At the Company's written request, the Trustee shall give the
notice of redemption to Holders in the Company's name and at the Company's
expense; provided, that the Company makes such request at least seven Business
Days (unless a shorter period shall be satisfactory to the Trustee) prior to the
date such notice of redemption must be mailed.

                  SECTION 11.04 Effect of Notice of Redemption.

                  Once notice of redemption is given, Notes called for
redemption become due and payable on the Redemption Date and at the Redemption
Price (together with accrued and unpaid cash interest, if any, including
Contingent Cash Interest, if any, to but not including the Redemption Date)
stated in the notice except for Notes which are converted in accordance with the
terms of this Indenture. Upon surrender to the Paying Agent, such Notes shall be
paid at the Redemption Price (together with accrued and unpaid cash interest, if
any, including Contingent Cash Interest, if any, to but not including the
Redemption Date) stated in the notice.

                  SECTION 11.05 Deposit of Redemption Price.

                  Prior to 10:00 a.m. New York City time, on any Redemption
Date, the Company shall deposit with the Paying Agent (or if the Company or a
Subsidiary or an Affiliate of any of them is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the Redemption Price of, and any
accrued and unpaid interest (either cash interest or Contingent Cash Interest,
if any) to but not including the Redemption Date with respect to, all Notes to
be redeemed on that date other than Notes or portions of Notes called for
redemption which on or prior thereto have been delivered by the Company to the
Trustee for cancellation or have been converted. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of conversion of Notes pursuant to Article XVI hereof. If such
money is then held by the Company in trust and is not required for such purpose
it shall be discharged from such trust.

                  SECTION 11.06 Notes Redeemed in Part.

                  Upon surrender of a Note that is redeemed in part, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder a new
Note in an authorized denomination equal in Principal Amount at Maturity to the
unredeemed portion of the Note surrendered.

                  SECTION 11.07 Conversion Arrangement on Call for Redemption.

                                       28

                  In connection with any redemption of Notes, the Company may
arrange for the purchase and conversion of any Notes called for redemption by an
agreement with one or more investment banks or other purchasers to purchase such
Notes by paying to the Trustee in trust for the Holders of Notes, on or prior to
10:00 a.m. New York City time on the Redemption Date, an amount that, together
with any amounts deposited with the Trustee by the Company for the redemption of
such Notes, is not less than the Redemption Price of, and any accrued and unpaid
interest (either cash interest or Contingent Cash Interest) with respect to,
such Notes. Notwithstanding anything to the contrary contained in this Article
XI, the obligation of the Company to pay the Redemption Prices of such Notes
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers. If such an agreement is entered into, any Notes not
duly surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article XVI) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the second Business Day prior
to the Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Notes are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Notes. Without the Trustee's prior written consent, no arrangement between the
Company and such purchasers for the purchase and conversion of any Notes shall
increase or otherwise affect any of the powers, duties, responsibilities or
obligations of the Trustee as set forth in this Indenture, and the Company
agrees to indemnify the Trustee from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Notes between the Company and such
purchasers, including the costs and expenses incurred by the Trustee in the
defense of any claim or liability arising out of or in connection with the
exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

                  SECTION 11.08 Purchase of Notes at Option of the Holder for
Cash.

                  (a) General. Notes shall be purchased by the Company pursuant
to paragraph 7 of the Notes as of January 15, 2009, 2014, 2019, 2024 and 2029
(each, a "Purchase Date"), at the purchase price of $395.02 per $1,000 of
Principal Amount at Maturity as of January 15, 2009, of $475.66 per $1,000 of
Principal Amount at Maturity as of January 15, 2014, of $572.76 per $1,000 of
Principal Amount at Maturity as of January 15, 2019, of $689.68 per $1,000
Principal Amount at Maturity as of January 15, 2024, and of $830.47 per $1,000
Principal Amount at Maturity as of January 15, 2029, in each case plus accrued
and unpaid cash interest, if any, including Contingent Cash Interest, if any, to
the Purchase Date (each, a "Purchase Price", as applicable), at the option of
the Holder thereof, upon:

                  (i) delivery to the Paying Agent, by the Holder, of a written
         notice of purchase (a "Purchase Notice") at any time from the opening
         of business on the date that is 20 Business Days prior to a Purchase
         Date until the close of business on the Business Day immediately
         preceding such Purchase Date stating:

                           (A) the certificate number of the Note which the
                  Holder will deliver to the purchased (to the extent
                  certificated),

                                       29

                           (B) the portion of the Principal Amount at Maturity
                  of the Note which the Holder will deliver to be purchased,
                  which portion must be a Principal Amount at Maturity of $1,000
                  or an integral multiple thereof, and

                           (C) that such Note shall be purchased as of the
                  Purchase Date pursuant to the terms and conditions specified
                  in paragraph 7 of the Notes and in this Indenture; and

                  (ii) that the Holders will deliver such Note to the Paying
         Agent prior to, on or after the Purchase Date (together with all
         necessary endorsements) at the offices of the Paying Agent, such
         delivery being a condition to receipt by the Holder of the Purchase
         Price therefor; provided, however, that such Purchase Price shall be so
         paid pursuant to this Section 11.08 only if the Note so delivered to
         the Paying Agent shall conform in all respects to the description
         thereof in the related Purchase Notice, as determined by the Company.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 11.08, a portion of a Note if the Principal Amount at Maturity
of such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Note also apply to the purchase
of such portion of such Note.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 11.08 shall be consummated by the delivery of the
consideration to be received by the Holder (together with accrued and unpaid
cash interest, if any, including Contingent Cash Interest, if any,) promptly
following the later of the Purchase Date and the time of delivery of the Note.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
11.08(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the Business Day prior to the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 11.10 hereof.

                  The Paying Agent shall promptly notify the Company of the
receipt by it of any Purchase Notice or written notice of withdrawal thereof.

                  (b) The Purchase Price of Notes in respect of which a Purchase
Notice pursuant to Section 11.08(a) hereof has been given, or a specified
percentage thereof, may only be paid by the Company with cash equal to the
aggregate Purchase Price of such Notes. The Company shall send a notice (the
"Company Notice") to the Trustee and the Holders (and to beneficial owners as
required by applicable law) not more than 60 Business Days and not less than 20
Business Days prior to such Purchase Date.

                  (c) Each Company Notice shall include a form of Purchase
Notice to be completed by a Holder of Notes and shall state:

                                       30

                  (i) the Purchase Price, the Conversion Rate and accrued and
         unpaid cash interest, if any, including Contingent Cash Interest, if
         any, that will be accrued and payable with respect to the Notes as of
         the Purchase Date;

                  (ii) the name and address of the Paying Agent;

                  (iii) that Notes as to which a Purchase Notice has been given
         may be converted pursuant to Article XVI hereof only if the applicable
         Purchase Notice has been withdrawn in accordance with the terms of this
         Indenture;

                  (iv) that Notes must be surrendered to the Paying Agent to
         collect payment of the Purchase Price and accrued and unpaid cash
         interest (or accrued and unpaid Contingent Cash Interest), if any;

                  (v) that the Purchase Price for any Note as to which a
         Purchase Notice has been given and not withdrawn, together with any
         cash interest payable or any Contingent Cash Interest payable with
         respect thereto, will be paid promptly following the later of the
         Purchase Date and the time of surrender of such Note as described in
         clause (iv);

                  (vi) the procedures the Holder must follow to exercise rights
         under this Section 11.08 and a brief description of those rights;

                  (vii) briefly, the conversion rights of the Notes and that
         Holders who want to convert Notes must satisfy the requirements set
         forth in paragraph 9 of the Notes;

                  (viii) the procedures for withdrawing a Purchase Notice
         (including, without limitation, for a conditional withdrawal pursuant
         to the terms of Section 11.10 hereof);

                  (ix) that, unless the Company defaults in making payment of
         such Purchase Price and cash interest, if any, Original Issue Discount
         and cash interest, including Contingent Cash Interest, if any, on Notes
         surrendered for purchase will cease to accrue on and after the Purchase
         Date; and

                  (x) the CUSIP number of the Notes.

                  At the Company's written request, the Trustee shall give such
Company Notice in the Company's name and at the Company's expense; provided,
however, that, in all cases, the text of such Company Notice shall be prepared
by the Company and the Trustee shall have no liability whatsoever with respect
to the contents of such notice.

                  (d) Procedure upon Purchase. The Company shall deposit cash at
the time and in the manner as provided in Section 11.11 hereof, sufficient to
pay the aggregate Purchase Price of, and any accrued and unpaid interest
including any Contingent Cash Interest, with respect to all Notes to be
purchased pursuant to this Section 11.08.

                  SECTION 11.09 Purchase of Notes at Option of the Holder upon
Change in Control.

                                       31

                  (a) If there shall have occurred a Change in Control, Notes
shall be purchased by the Company, at the option of the Holder thereof, at a
purchase price specified in paragraph 7 of the Notes (the "Change in Control
Purchase Price"), as of the date that is no later than 30 Business Days after
the occurrence of the Change in Control but in no event prior to the date on
which such Change in Control occurs (the "Change in Control Purchase Date"),
subject to satisfaction by or on behalf of the Holder of the requirements set
forth in Section 11.09(c) hereof.

                  A "Change in Control" shall be deemed to have occurred at such
time as either of the following events shall occur:

                  (i) any "person" including its Affiliates or Associates (for
         the purpose of this Section 11.09 only, as the term "person" is used in
         Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) other than
         the Company, its Subsidiaries or their employee benefit plans, becomes
         the beneficial owner (as the term "beneficial owner" is defined under
         Rule 13d-3 or any successor rule or regulation promulgated under the
         Exchange Act) of more than 50% of the aggregate voting power of the
         Company's Capital Stock entitled under ordinary circumstances to elect
         at least a majority of its directors; or

                  (ii) the Company is consolidated with, or merged into, another
         Person or such other Person is merged into the Company (other than a
         transaction pursuant to which the holders of 50% or more of the total
         voting power of all shares of the Company's Capital Stock entitled to
         vote generally in the election of directors immediately prior to such
         transaction have, directly or indirectly, at least 50% or more of the
         total voting power of all capital stock of the continuing or surviving
         corporation entitled to vote generally in the election of directors of
         such continuing or surviving corporation immediately after such
         transaction).

                  Notwithstanding the foregoing provisions of this Section
         11.09, no Change of Control will be deemed to have occurred in
         connection with any merger or similar transaction the purpose of which
         is to change the state of incorporation of the relevant Person.

                  "Associate" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in
effect on the date hereof.

                  (b) Within 15 days after the occurrence of a Change in Control
or at the Company's option prior to such Change in Control but after it is
publicly announced, the Company shall mail a written notice of Change in Control
by first-class mail to the Trustee and to each Holder (and to beneficial owners
as required by applicable law). The notice shall include a form of Change in
Control Purchase Notice to be completed by the Holder and shall state:

                  (i) briefly, the events causing a Change in Control and the
         date of such Change in Control and that the purchase of the Notes by
         the Company may be conditioned on the occurrence of a Change in
         Control;

                  (ii) the date by which the Change in Control Purchase Notice
         pursuant to this Section 11.09 must be given;

                                       32

                  (iii) the Change in Control Purchase Date;

                  (iv) the Change in Control Purchase Price and any accrued and
         unpaid cash interest payable with respect to the Notes as of the Change
         in Control Purchase Date;

                  (v) the name and address of the Paying Agent and the
         Conversion Agent;

                  (vi) the Conversion Rate and any adjustments thereto resulting
         from the Change in Control;

                  (vii) that Notes as to which a Change in Control Purchase
         Notice has been given may be converted pursuant to Article XVI hereof
         only if the Change in Control Purchase Notice has been withdrawn in
         accordance with the terms of this Indenture;

                  (viii) that Notes must be surrendered to the Paying Agent to
         collect payment of the Change in Control Purchase Price and accrued and
         unpaid cash interest, if any;

                  (ix) that the Change in Control Purchase Price for any Note as
         to which a Change in Control Purchase Notice has been duly given and
         not withdrawn, together with any accrued and unpaid cash interest
         payable, including any Contingent Cash Interest, with respect thereto,
         will be paid promptly following the later of the Change in Control
         Purchase Date and the time of surrender of such Note as described in
         Section 11.09(b)(viii) hereof;

                  (x) briefly, the procedures the Holder must follow to exercise
         rights under this Section 11.09;

                  (xi) briefly, the conversion rights of the Notes;

                  (xii) the procedures for withdrawing a Change in Control
         Purchase Notice;

                  (xiii) that, unless the Company defaults in making payment of
         such Change in Control Purchase Price and cash interest, if any on
         Notes surrendered for purchase, Original Issue Discount and any cash
         interest on Notes surrendered for purchase will cease to accrue on and
         after the Change in Control Purchase Date; and

                  (xiv) the CUSIP number of the Notes.

                  (c) A Holder may exercise its rights specified in Section
11.09(a) hereof upon delivery of a written notice of purchase (a "Change in
Control Purchase Notice") to the Paying Agent at any time prior to the close of
business on the Business Day prior to the Change in Control Purchase Date,
stating:

                  (i) the certificate number or numbers of the Note or Notes
         which the Holder will deliver to be purchased (to the extent
         certificated);

                                       33

                  (ii) the portion of the Principal Amount at Maturity of the
         Note which the Holder will deliver to be purchased, which portion must
         be $1,000 or an integral multiple thereof; and

                  (iii) that such Note shall be purchased pursuant to the terms
         and conditions specified in paragraph 7 of the Notes.

                  The delivery of such Note to the Paying Agent at any time
after the delivery of the Change in Control Purchase Notice (together with all
necessary endorsements) at the offices of the Paying Agent shall be a condition
to the receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 11.09 only if the Note so delivered to the Paying Agent
shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 11.09, a portion of a Note if the Principal Amount at Maturity
of such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Note also apply to the purchase
of such portion of such Note.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 11.09 shall be consummated by the delivery of the
consideration to be received by the Holder (together with accrued and unpaid
cash interest, if any), including Contingent Cash Interest, if any, promptly
following the later of the Change in Control Purchase Date and the time of
delivery of the Note to the Paying Agent in accordance with this Section 11.09.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by this Section 11.09(c) shall have the right to withdraw such
Change in Control Purchase Notice at any time prior to the close of business on
the Business Day prior to the Change in Control Purchase Date by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section
11.10 hereof.

                  The Paying Agent shall promptly notify the Company of the
receipt by it of any Change in Control Purchase Notice or written withdrawal
thereof.

                  The Company shall not be required to comply with this Section
11.09 if a third party mails a written notice of Change in Control in the
manner, at the times and otherwise in compliance with this Section 11.09 and
repurchases all Notes for which a Change in Control Purchase Notice shall be
delivered and not withdrawn in accordance with this Section 11.09.

                  SECTION 11.10 Effect of Purchase Notice or Change in Control
Purchase Notice.

                  Upon receipt by the Paying Agent of the Purchase Notice or
Change in Control Purchase Notice specified in Section 11.08(a) or Section
11.09(c) hereof, as applicable, the Holder of the Note in respect of which such
Purchase Notice or Change in Control Purchase Notice, as the case may be, was
given shall (unless such Purchase Notice or Change in Control Purchase Notice is
withdrawn as specified in the following two paragraphs) thereafter be entitled

                                       34

to receive solely the Purchase Price or Change in Control Purchase Price, as the
case may be, and any accrued and unpaid cash interest, including any Contingent
Cash Interest, with respect to such Note. Such Purchase Price or Change in
Control Purchase Price (which price reflects the Issue Price plus accrued
Original Issue Discount) and accrued and unpaid cash interest, including
Contingent Cash Interest, if any, shall be paid to such Holder, subject to
receipt of funds and/or Notes by the Paying Agent, promptly following the later
of (x) the Purchase Date or the Change in Control Purchase Date, as the case may
be, with respect to such Note (provided that the conditions in Section 11.08(a)
or Section 11.09(c) hereof, as applicable, have been satisfied) and (y) the time
of delivery of such Note to the Paying Agent by the Holder thereof in the manner
required by Section 11.08(a) or Section 11.09(c) hereof, as applicable. Notes in
respect of which a Purchase Notice or Change in Control Purchase Notice, as the
case may be, has been given by the Holder thereof may not be converted pursuant
to Article XVI hereof on or after the date of the delivery of such Purchase
Notice or Change in Control Purchase Notice, as the case may be, unless such
Purchase Notice or Change in Control Purchase Notice, as the case may be, has
first been validly withdrawn as specified in the following two paragraphs.

                  A Purchase Notice or Change in Control Purchase Notice, as the
case may be, may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent in accordance with the Purchase
Notice or Change in Control Purchase Notice, as the case may be, at any time
prior to the close of business on the Business Day prior to the Purchase Date or
the Change in Control Purchase Date, as the case may be, specifying:

                  (a) the certificate number or numbers of the Note or Notes in
respect of which such notice of withdrawal is being submitted,

                  (b) the Principal Amount at Maturity of the Note or Notes with
respect to which such notice of withdrawal is being submitted, and

                  (c) the Principal Amount at Maturity, if any, of such Note
which remains subject to the original Purchase Notice or Change in Control
Purchase Notice, as the case may be, and which has been or will be delivered for
purchase by the Company.

                  A written notice of withdrawal of a Purchase Notice may be in
the form set forth in the preceding paragraph.

                  There shall be no purchase of any Notes pursuant to Section
11.08 or 11.09 hereof if there has occurred (prior to, on or after, as the case
may be, the giving, by the Holders of such Notes, of the required Purchase
Notice or Change in Control Purchase Notice, as the case may be) and is
continuing an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, and any
accrued and unpaid cash interest or Contingent Cash Interest with respect to
such Notes). The Paying Agent will promptly return to the respective Holders
thereof any Notes (x) with respect to which a Purchase Notice or Change in
Control Purchase Notice, as the case may be, has been withdrawn in compliance
with this Indenture, or (y) held by it during the continuance of an Event of
Default (other than a default in the payment of the Purchase Price or Change in
Control Purchase Price, as the case may be, and any accrued and unpaid cash
interest or Contingent Cash Interest with

                                       35

respect to such Notes) in which case, upon such return, the Purchase Notice or
Change in Control Purchase Notice with respect thereto shall be deemed to have
been withdrawn.

                  SECTION 11.11 Deposit of Purchase Price or Change in Control
Purchase Price.

                  Prior to 10:00 a.m., New York City time, on the Business Day
following the Purchase Date or the Change in Control Purchase Date, as the case
may be, the Company shall deposit with the Trustee or with the Paying Agent (or,
if the Company or a Subsidiary or an Affiliate of either of them is acting as
the Paying Agent, shall segregate and hold in trust) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay
the aggregate Purchase Price or Change in Control Purchase Price, as the case
may be, of, and any accrued and unpaid cash interest including Contingent Cash
Interest, if any, with respect to all the Notes or portions thereof which are to
be purchased as of the Purchase Date or Change in Control Purchase Date, as the
case may be.

                  SECTION 11.12 Notes Purchased in Part.

                  Any Note which is to be purchased only in part shall be
surrendered at the office of the Paying Agent (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 such Holder's attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Note, without service charge, a new Note or Notes, of any authorized
denomination as requested in writing by such Holder in aggregate Principal
Amount at Maturity equal to, and in exchange for, the portion of the Principal
Amount at Maturity of the Note so surrendered which is not purchased.

                  SECTION 11.13 Repayment to the Company.

                  The Trustee and the Paying Agent shall promptly return to the
Company any cash that remain unclaimed as provided in paragraph 13 of the Notes,
together with interest thereon (subject to the provisions of Section 6.06
hereof), held by them for the payment of the Purchase Price or Change in Control
Purchase Price, as the case may be, or cash interest, if any, including
Contingent Cash Interest, if any; provided, however, that to the extent that the
aggregate amount of cash deposited by the Company pursuant to Section 11.11
hereof exceeds the aggregate Purchase Price or Change in Control Purchase Price,
as the case may be, of, and the accrued and unpaid cash interest, if any,
including Contingent Cash Interest, if any, with respect to, the Notes or
portions thereof which the Company is obligated to purchase as of the Purchase
Date or Change in Control Purchase Date, as the case may be, whether as a result
of withdrawal or otherwise, then promptly after the second Business Day
following the Purchase Date or Change in Control Purchase Date, as the case may
be, the Trustee shall return any such excess to the Company together with
interest thereon (subject to the provisions of Section 6.06 hereof).

SECTION 2.24 Application of the Article of the Indenture Regarding Defeasance
and Covenant Defeasance.

                                       36

                  The provisions of Article XIII of the Base Indenture,
including the provisions relating to defeasance and covenant defeasance of the
Notes under Sections 13.02 and 13.03 thereof, respectively, shall not apply to
the Notes.

SECTION 2.25 Conversions.

                  For the sole benefit of the Holders of the Notes, a new
Article XVI shall be added to the Base Indenture as follows:

                                   ARTICLE XVI

                                   CONVERSIONS

                  SECTION 16.01 Conversion Privilege.

                  A Holder of a Note may convert such Note into shares of Common
Stock prior to the close of business on January 15, 2034, at the times permitted
by, and subject to the provisions of this Article XVI and paragraph 9 of the
Notes. Upon determination that Holders are or will be entitled to convert their
Notes into Common Stock in accordance with paragraph 9 of the Notes, the Company
will issue a press release and use its reasonable best efforts to post such
determination on the Company's website or through such other public medium as
the Company may use at that time. The number of shares of Common Stock issuable
upon conversion of each $1,000 of Principal Amount at Maturity of Notes (the
"Conversion Rate") shall be determined in accordance with the provisions of
paragraph 9 of the Notes.

                  A Holder may convert a portion of the Principal Amount at
Maturity of a Note if the portion is $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to conversion of all of a Note also
apply to conversion of a portion of a Note.

                  The Holders' rights to convert Notes into shares of Common
Stock is subject to the Company's right to elect instead to pay each such Holder
the amount of cash set forth in the next succeeding sentence, in lieu of
delivering such shares of Common Stock, subject to the last sentence of this
paragraph. The amount of cash to be paid pursuant to Section 16.02 hereof for
each $1,000 Principal Amount at Maturity of a Note upon conversion shall be
equal to the Average Sale Price of the Common Stock for the five consecutive
Trading Days immediately following (i) the date of the Company's notice of its
election to deliver cash upon conversion, if the Company shall not have given a
notice of redemption pursuant to Section 11.03 hereof, or (ii) the Conversion
Date, in the case of a conversion following such a notice of redemption
specifying an intent to deliver cash upon conversion, in either case, multiplied
by the Conversion Rate in effect on such Conversion Date. The Company shall not
pay cash in lieu of delivering shares of Common Stock upon the conversion of any
Note pursuant to the terms of this Article XVI (other than cash in lieu of
fractional shares pursuant to Section 16.03 hereof) if there has occurred (prior
to, on or after, as the case may be, the Conversion Date or the date on which
the Company delivers its notice of whether such Note shall be converted into
Common Stock or cash pursuant to Section 16.02 hereof) and is continuing an
Event of Default (other than a default in a cash payment upon conversion of such
Note).

                  SECTION 16.02 Conversion Procedure.

                                       37

                  To convert a Note, a Holder must satisfy the requirements in
paragraph 9 in the Notes. The date on which the Holder satisfies all those
requirements is the conversion date (the "Conversion Date"). The Conversion
Agent shall notify the Company of the Conversion Date within one Business Day
following the Conversion Date. Within two Business Days following the Conversion
Date, the Company shall deliver to the Holder, through the Trustee, written
notice of whether such Note shall be converted into shares of Common Stock or
paid in cash, unless the Company shall have previously delivered a notice of
redemption pursuant to Section 11.03 hereof. If the Company shall have notified
the Holder that all of such Notes shall be converted into shares of Common
Stock, the Company shall deliver to the Holder through the Conversion Agent, as
promptly as practicable but in any event no later than the tenth Business Day
following the Conversion Date a certificate for the number of full shares of
Common Stock deliverable upon the conversion and cash in lieu of any fractional
share determined pursuant to Section 16.03 hereof. Except as provided in the
last sentence in the third paragraph of Section 16.01 hereof, if the Company
shall have notified the Holder that all or a portion of such Note shall be paid
in cash, the Company shall deliver to the Holder surrendering such Note the
amount of cash payable with respect to such Note no later than the tenth
Business Day following such Conversion Date, together with a certificate for the
number of full shares of Common Stock deliverable upon the conversion (to the
extent certificated) and cash in lieu of any fractional share determined
pursuant to Section 16.03 hereof. Except as provided in the last sentence in the
third paragraph of Section 16.01 hereof, at any time prior to Maturity, the
Company may at its option elect by written notice to the Trustee and Holders of
the Notes that upon conversion of a Note at any time following the date of such
notice, the Company shall be required to deliver cash in an amount at least
equal to the accreted principal amount of the Notes converted. If the Company
makes this election, it will also be required to deliver cash only in connection
with any Principal Value Conversion (as defined in the Note) pursuant to the
second paragraph of paragraph 9 of the Note. If shares of Common Stock are
delivered as consideration, then the Person in whose name the certificate
representing such shares is registered shall be treated as a stockholder of
record of the Company on and after the Conversion Date; provided, however, that
no surrender of a Note on any date when the stock transfer books of the Company
shall be closed shall be effective to constitute the Person or Persons entitled
to receive the shares of Common Stock upon such conversion as the record holder
or holders of such shares of Common Stock on such date, but such surrender shall
be effective to constitute the Person or Persons entitled to receive such shares
of Common Stock as the record holder or holders thereof for all purposes at the
close of business on the next succeeding day on which such stock transfer books
are open; such conversion shall be at the Conversion Rate in effect on the date
that such Note shall have been surrendered for conversion, as if the stock
transfer books of the Company had not been closed. Upon conversion of a Note,
such Person shall no longer be a Holder of such Note.

                  No payment or adjustment will be made for dividends on, or
other distributions with respect to, any Common Stock except as provided in this
Article XVI. On conversion of a Note, that portion of accrued Original Issue
Discount or cash interest, if any, including Contingent Cash Interest, if any,
attributable to the period from the Issue Date of the Note through but not
including the Conversion Date, with respect to the converted Note shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through delivery of the Common Stock (or any cash
payment in lieu thereof) (together with the cash payment, if any, in lieu of
fractional shares) in exchange for the Note being converted pursuant to the
provisions hereof (except to the extent that Contingent Cash Interest

                                       38

are required to be paid in cash as provided in paragraph 9 of the Notes); and
the Fair Market Value of such shares of Common Stock (or any cash payment in
lieu thereof) (together with any such cash payment in lieu of fractional shares)
shall be treated as delivered, to the extent thereof, first in exchange for
accrued Original Issue Discount and cash interest, if any, including Contingent
Cash Interest, if any, accrued through the Conversion Date, and the balance, if
any, of such Fair Market Value of such Common Stock (or any cash payment in lieu
thereof) (and any such cash payment in lieu of fractional shares) shall be
treated as issued in exchange for the Issue Price of the Note being converted
pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash
interest, if any, including Contingent Cash Interest, if any, will be payable
upon conversion of Notes made concurrently with or after acceleration of Notes
following an Event of Default.

                  If the Holder converts more than one Note at the same time,
the number of shares of Common Stock issuable upon the conversion shall be based
on the total Principal Amount at Maturity of all of the Notes converted.

                  If the last day on which a Note may be converted is not a
Business Day, the Note may be surrendered on the next succeeding day that is a
Business Day.

                  A Note surrendered for conversion based on (a) the Common
Stock price may be surrendered for conversion on a Conversion Date at any time
after March 31, 2004 as more fully described in paragraph 9 of the Notes, (b)
the Note being called for redemption may be surrendered for conversion at any
time prior to the close of business on the second Business Day immediately
preceding the Redemption Date, even if it is not otherwise convertible at such
time, (c) the Trading Price may be surrendered for conversion any time prior to
Maturity during the five Business Day period after any five consecutive Trading
Day Period in which the Trading Price is at certain levels more fully described
in paragraph 9 of the Notes, and (d) upon the occurrence of certain corporate
transactions more fully described in paragraph 9 of the Notes may be surrendered
for conversion at any time from and after the date which is 15 days prior to the
anticipated effective date of such transaction until 15 days after the actual
date of such transaction, and if such day is not a Business Day, the next
occurring Business Day following such day; but in each of clauses (a), (b), (c)
and (d) above, in no event later than the close of business on January 15, 2034.

                  Upon surrender of a Note that is converted in part, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder, a new Note in an authorized denomination equal in Principal Amount at
Maturity to the unconverted portion of the Note surrendered.

                  SECTION 16.03 Fractional Shares.

                  The Company will not issue a fractional share of Common Stock
upon conversion of a Note. Instead, the Company will deliver cash for the
current market value of the fractional share. The current market value of a
fractional share shall be determined, to the nearest 1/1,000th of a share, by
multiplying the per share Sale Price of the Common Stock, on the last Trading
Day prior to the Conversion Date, by the fractional amount and rounding the
product to the nearest whole cent.

                                       39

                  SECTION 16.04 Taxes on Conversion.

                  If a Holder converts a Note, the Company shall pay any
documentary, stamp or similar issue or transfer tax due on the issue of shares
of Common Stock upon the conversion. However, the Holder shall pay any such tax
which is due because the Holder requests the shares to be issued in a name other
than the Holder's name and any income tax which is imposed on the Holder as a
result of the conversion. The Conversion Agent may refuse to deliver the
certificates representing the Common Stock being issued in a name other than the
Holder's name until the Conversion Agent receives a sum sufficient to pay any
tax which will be due because the shares are to be issued in a name other than
the Holder's name. Nothing herein shall preclude the Company from any tax
withholding or directing the withholding of any tax required by law or
regulations.

                  SECTION 16.05 Company to Provide Stock.

                  The Company shall, prior to issuance of any Notes under this
Article XVI, and from time to time as may be necessary, reserve out of its
authorized but unissued Common Stock a sufficient number of shares of Common
Stock to permit the conversion of the Notes.

                  All shares of Common Stock delivered upon conversion of the
Notes shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim created by the Company.

                  The Company will comply with all federal and state securities
laws regulating the offer and delivery of shares of Common Stock upon conversion
of Notes, if any, and will list or cause to have quoted such shares of Common
Stock on each national securities exchange or in the over-the-counter market or
such other market on which the Common Stock is then listed or quoted.

                  SECTION 16.06 Adjustment for Change in Capital Stock.

                  Except as set forth in Section 16.16 hereof, if, after the
Issue Date of the Notes, the Company:

                  (a) pays a dividend or makes a distribution on its Common
Stock in shares of its Common Stock or other Capital Stock;

                  (b) subdivides its outstanding shares of Common Stock into a
greater number of shares;

                  (c) combines its outstanding shares of Common Stock into a
smaller number of shares; or

                  (d) issues by reclassification of its Common Stock any shares
of its Capital Stock (other than rights, warrants or options for its Capital
Stock);

                                       40

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Note thereafter
converted may receive the number of shares or other units of Capital Stock of
the Company which such Holder would have owned immediately following such action
if such Holder had converted the Note immediately prior to such action.

                  The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

                  If after an adjustment a Holder of a Note upon conversion of
such Note may receive shares of two or more classes of Capital Stock of the
Company, the Conversion Rate shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article XVI with respect to the Common Stock, on terms
comparable to those applicable to Common Stock in this Article XVI.

                  SECTION 16.07 Adjustment for Rights Issue.

                  Except as set forth in Sections 16.16 and 16.21 hereof, if
after the Issue Date, the Company distributes any rights, warrants or options to
all holders of its Common Stock entitling them, for a period expiring within 60
days of the issue date for each distribution, to purchase shares of Common Stock
at a price per share less than the Sale Price of the Common Stock as of the Time
of Determination, the Conversion Rate shall be adjusted in accordance with the
formula:

                                 R' = R (O + N)
                                      --------------
                                      (O + (N x P)/M)

                  where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

                  O = the number of shares of Common Stock outstanding on the
record date for the distribution to which this Section 16.07 is being applied.

                  N = the number of additional shares of Common Stock offered
pursuant to the distribution.

                  P = the offering price per share of the additional shares.

                  M = the Average Sale Price.

                  The Board of Directors shall determine Fair Market Values for
the purposes of this Section 16.07.

                                       41

                  The adjustment shall become effective immediately after the
record date for the determination of shareholders entitled to receive the
rights, warrants or options to which this Section 16.07 applies. If all of the
shares of Common Stock subject to such rights, warrants or options have not been
issued when such rights, warrants or options expire, then the Conversion Rate
shall promptly be readjusted to the Conversion Rate which would then be in
effect had the adjustment upon the issuance of such rights, warrants or options
been made on the basis of the actual number of shares of Common Stock issued
upon the exercise of such rights, warrants or options.

                  No adjustment shall be made under this Section 16.07 if the
application of the formula stated above in this Section 16.07 would result in a
value of R' that is equal to or less than the value of R.

                  SECTION 16.08 Adjustment for Other Non-Cash Distributions.

                  (a) If, after the Issue Date of the Notes, the Company
distributes to all holders of its Common Stock any of its non-cash assets,
excluding distributions of Capital Stock or equity interests referred to in
Section 16.08(b), or debt securities or any rights, warrants or options to
purchase securities of the Company (including securities but excluding
distributions of Capital Stock referred to in Section 16.06 and distributions of
rights, warrants or options referred to in Section 16.07) the Conversion Rate
shall be adjusted in accordance with the formula:

                                   R' = R x M
                                        ------
                                        M - F

                                   where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

                  M = the Average Sale Price.

                  F = the Fair Market Value (on the record date for the
distribution to which this Section 16.08(a) applies) of the assets, securities,
rights, warrants or options to be distributed in respect of each share of Common
Stock in the distribution to which this Section 16.08(a) is being applied.

                  The Board of Directors shall determine Fair Market Values for
the purposes of this Section 16.08(a).

                  The adjustment shall become effective immediately after the
record date for the determination of stockholders entitled to receive the
distribution to which this Section 16.08(a) applies.

                  (b) If, after the Issue Date of the Notes, the Company pays a
dividend or makes a distribution to all holders of its Common Stock consisting
of Capital Stock of any class or

                                       42

series, or similar equity interests, of or relating to a Subsidiary or other
business unit of the Company, the Conversion Rate shall be adjusted in
accordance with the formula:

                               R' = R x (1 + F/M)

                  where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

                  M = the average of the Post-Distribution Prices of the Common
Stock for the 10 Trading Days commencing on and including the fifth Trading Day
after the date on which "ex-dividend trading" commences for such dividend or
distribution on the principal United States exchange or market which such
securities are then listed or quoted (the "Ex-Dividend Date").

                  F = the Fair Market Value of the securities distributed in
respect of each share of Common Stock in the distribution to which this Section
16.08(b) applies, which shall be determined by multiplying the number of
securities distributed in respect of each share of Common Stock in the
distribution by the average of the Post-Distribution Prices of those securities
for the 10 Trading Days commencing on and including the fifth Trading Day after
the Ex-Dividend Date.

                  "Post-Distribution Price" of Capital Stock or any similar
equity interest on any date means the closing per unit sale price (or, if no
closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and the average ask
prices) on such date for trading of such units on a "when issued" basis without
due bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange on which such Capital Stock or
equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated;
provided that if on any date such units have not traded on a "when issued"
basis, the Post-Distribution Price shall be the closing per unit sale price (or,
if no closing sale price is reported, the average of the bid and ask prices or,
if more than one in either case, the average of the average bid and the average
ask prices) on such date for trading of such units on a "regular way" basis
without due bills (or similar concept) as reported in the composite transactions
for the principal United States securities exchange on which such Capital Stock
or equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated. In
the absence of such quotation, the Company shall be entitled to determine the
Post-Distribution Price on the basis of such quotations which reflect the
post-distribution value of the Capital Stock or equity interests as it considers
appropriate.

                  (c) In the event that, with respect to any distribution to
which this Section 16.08 would otherwise apply, the difference "M-F" as defined
in the formula set forth in this Section 16.08 is less than $1.00 or "F" is
equal to or greater than "M", then the adjustment provided by

                                       43

Section 16.08 shall not be made and in lieu thereof the provisions of Section
16.16 shall apply to such distribution.

                  SECTION 16.09 Adjustment for Cash Distributions.

                  In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash, excluding (i) any dividend
or distribution in connection with the liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary or (ii) any quarterly cash
dividend on the Common Stock to the extent that the aggregate cash dividend per
share of Common Stock in respect of any quarter does not exceed $0.09625 (as
such $0.09625 shall be adjusted for specific changes in the capitalization of
the Company upon recapitalizations, reclassifications, stock splits, stock
dividends, reverse stock splits, stock consolidations and similar transactions)
(the "Dividend Threshold Amount"), then, in such case, the Conversion Rate shall
be increased so that the Conversion Rate shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the close of
business on such record date by a fraction,

                  (i) the numerator of which shall be the Current Market Price
         on such record date; and

                  (ii) the denominator of which shall be the Current Market
         Price on such record date less the amount of cash so distributed
         applicable to one share of Common Stock (determined as set forth
         below),

such adjustment to be effective immediately prior to the opening of business on
the day following the record date for such dividend or distribution; provided
that if the portion of the cash so distributed applicable to one share of Common
Stock is equal to or greater than the Current Market Price on the record date,
in lieu of the foregoing adjustment, adequate provision shall be made so that
each Holder of Notes shall have the right to receive upon conversion the amount
of cash such Holder would have received had such Holder converted each Note on
the Record Date. If any such dividend or distribution is not so paid or made,
the Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. If any
adjustment is required to be made as set forth in this Section 16.09 as a result
of a distribution that is a quarterly cash dividend, such adjustment shall be
only based upon the amount by which such distribution exceeds the Dividend
Threshold Amount. If an adjustment is required to be made as set forth in this
Section 16.09 above as a result of a distribution that is not a quarterly cash
dividend, such adjustment shall be based upon the full amount of the
distribution. If an adjustment or readjustment is made to the Conversion Rate
pursuant to this Article XVI (other than any adjustment pursuant to this Section
16.09), an appropriate inversely proportional adjustment shall be made to the
Dividend Threshold Amount.

                  SECTION 16.10 Adjustment for Tender Offers or Exchange Offers.

                  In case a tender or exchange offer made by the Company or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender or exchange offer (as amended upon the expiration thereof) shall require
the payment to stockholders of consideration per share of Common Stock having a
Fair Market Value (as determined by the Board of Directors, whose

                                       44

determination shall be conclusive and described in a resolution of the Board of
Directors) that as of the last time (the "Expiration Time") tenders or exchanges
may be made pursuant to such tender or exchange offer (as it may be amended)
exceeds the average of the Closing Sale Price of a share of Common Stock for
each of the 10 consecutive Trading Days next succeeding the Expiration Time, the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
Expiration Time by a fraction,

                  (i)      the numerator of which shall be the sum of (x) the
         Fair Market Value (determined as aforesaid) of the aggregate
         consideration payable to stockholders based on the acceptance (up to
         any maximum specified in the terms of the tender or exchange offer) of
         all shares validly tendered or exchanged and not withdrawn as of the
         Expiration Time (the shares deemed so accepted up to any such maximum,
         being referred to as the "Purchased Shares") and (y) the product of the
         number of shares of Common Stock outstanding (less any Purchased
         Shares) at the Expiration Time and the average of the Closing Sale
         Price of a share of Common Stock for each of the 10 consecutive Trading
         Days next succeeding the Expiration Time, and

                  (ii)     the denominator of which shall be the number of
         shares of Common Stock outstanding (including any tendered or exchanged
         shares) at the Expiration Time multiplied by the average of the Closing
         Sale Price of a share of Common Stock for each of the 10 consecutive
         Trading Days next succeeding the Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Expiration Time. If the Company is obligated to
purchase shares pursuant to any such tender or exchange offer, but the Company
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted to
be the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made.

                  SECTION 16.11 When Adjustment May Be Deferred.

                  No adjustment in the Conversion Rate need be made unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate. Any adjustments that are not made shall be carried forward and
taken into account in any subsequent adjustment and all adjustments that are
made and carried forward shall be taken in the aggregate in order to determine
if the 1% threshold is met.

                  All calculations under this Article XVI shall be made to the
nearest cent or to the nearest 1/1,000th of a share, as the case may be.

                  SECTION 16.12 When No Adjustment Required.

                  No adjustment need be made for a transaction referred to in
Section 16.06, 16.07, 16.08, 16.09, 16.10 or 16.16 hereof if Holders of Notes
may participate in the transaction. Such participation by Holders of Notes may
include participation without conversion or upon conversion; provided, that, if
such participation is upon conversion, an adjustment shall be made at such time
as the Holders are no longer entitled to participate.

                                       45

                  No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest.

                  Unless otherwise required by a provision of this Article XVI,
no adjustment need be made for a change in the par value or no par value of the
Common Stock.

                  To the extent the Notes become convertible into cash, assets,
property or securities (other than Capital Stock of the Company), subject to
paragraph 9 of the Notes, pursuant to this Article XVI, no adjustment need be
made thereafter as to the cash, assets, property or such securities. Interest
will not accrue on the cash.

                  No adjustment will be made pursuant to this Article XVI that
would result, through the application of two or more provisions hereof, in the
duplication of any adjustment.

                  SECTION 16.13 Notice of Adjustment.

                  Whenever the Conversion Rate is adjusted, the Company shall
promptly mail to Holders of Notes a notice of the adjustment. The Company shall
file with the Trustee and the Conversion Agent such notice of adjustment and an
Officers' Certificate briefly stating the facts requiring the adjustment and the
manner of computing it. Upon receipt by it of such notice, and at the written
request of the Company, the Conversion Agent will promptly mail such notice to
Holders of Notes at the Company's expense. The Officers' Certificate shall be
conclusive evidence that the adjustment is correct. Neither the Trustee nor any
Conversion Agent shall be under any duty or responsibility and shall have no
liability with respect to any such certificate and the calculations relating to
such adjustment except the duty and responsibility to exhibit the same to any
Holder desiring inspection thereof.

                  SECTION 16.14 Voluntary Increase.

                  The Company from time to time may increase the Conversion Rate
by any amount for any period of time. Whenever the Conversion Rate is increased,
the Company shall mail to Holders of Notes and file with the Trustee and the
Conversion Agent a notice of the increase. The Company shall mail the notice at
least 15 days before the date the increased Conversion Rate takes effect. The
notice shall state the increased Conversion Rate and the period it will be in
effect.

                  A voluntary increase of the Conversion Rate does not change or
adjust the Conversion Rate otherwise in effect for purposes of Section 16.06,
16.07, 16.08, 16.09, 16.10 or 16.16 hereof.

                  SECTION 16.15 Notice of Certain Transactions.

                  If:

                  (a) the Company takes any action that would require an
adjustment in the Conversion Rate pursuant to Section 16.06, 16.07, 16.08, 16.09
or 16.10 hereof (unless no adjustment is to occur pursuant to Section 16.12
hereof); or

                                       46

                  (b) the Company takes any action that would require a
supplemental indenture pursuant to Section 16.16; or

                  (c) there is a liquidation or dissolution of the Company;

then the Company shall mail to Holders of Notes and file with the Trustee and
the Conversion Agent a notice stating the proposed record date for a dividend or
distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, binding share exchange, transfer,
liquidation or dissolution. The Company shall file and mail the notice at least
15 days before such date. Failure to file or mail the notice or any defect in it
shall not affect the validity of the transaction.

                  SECTION 16.16 Reorganization of Company; Special
Distributions.

                  If the Company is a party to a transaction subject to Article
VIII hereof (other than a sale of all or substantially all of the assets of the
Company in a transaction in which the holders of Common Stock immediately prior
to such transaction do not receive securities, cash, property or other assets of
the Company or any other Person) or a merger or binding share exchange which
reclassifies or changes its outstanding Common Stock, the Person obligated to
deliver securities, cash or other assets upon conversion of Notes shall, no
later than the closing date of such transaction, enter into a supplemental
indenture. If the issuer of securities deliverable upon conversion of Notes is
an Affiliate of the successor company, that issuer shall, no later than the
closing date of such transaction, join in the supplemental indenture.

                  The supplemental indenture shall provide that the Holder of a
Note may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, binding share exchange or transfer if such Holder had converted the Note
immediately before the effective date of the transaction, assuming (to the
extent applicable) that such Holder was not a constituent Person or an Affiliate
of a constituent Person to such transaction. The supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be practical
to the adjustments provided for in this Article XVI. The successor Company shall
mail to Holders of Notes a notice briefly describing the supplemental indenture.

                  If this Section applies, none of Sections 16.06, 16.07, 16.09
nor 16.10 hereof shall apply.

                  If the Company makes a distribution to all holders of its
Common Stock of any of its assets, or debt securities or any rights, warrants or
options to purchase securities of the Company that would otherwise result in an
adjustment in the Conversion Rate pursuant to the provisions of Section 16.08
hereof, then, from and after the record date for determining the holders of
Common Stock entitled to receive the distribution, a Holder of a Note that
converts such Note in accordance with the provisions of this Indenture shall
upon such conversion be entitled to receive, in addition to the shares of Common
Stock into which the Note is convertible, the kind and amount of securities,
cash or other assets comprising the distribution that such Holder would have
received if such Holder had converted the Note immediately prior to the record
date for determining the holders of Common Stock entitled to receive the
distribution.

                                       47

                  SECTION 16.17 Company Determination Final.

                  Whenever adjustments to the Conversion Rate are called for
pursuant to Article XVI, such adjustments shall be made to the Conversion Rate
as may be necessary or appropriate to effectuate the intent of this Article XVI
and to avoid unjust or inequitable results as determined in good faith by the
Board of Directors.

                  Any determination that the Company or the Board of Directors
must make pursuant to Section 16.03, 16.06, 16.07, 16.08, 16.09, 16.10, 16.11,
16.12, 16.16 or 16.19 hereof is conclusive.

                  SECTION 16.18 Trustee's Adjustment Disclaimer.

                  The Trustee has no duty to determine when an adjustment under
this Article XVI should be made, how it should be made or what it should be and
shall have no liability with respect to the calculation of such adjustment. The
Trustee has no duty to determine whether a supplemental indenture under Section
16.16 hereof need be entered into or whether any provisions of any supplemental
indenture are correct. The Trustee shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Notes. The Trustee shall not be responsible for the Company's
failure to comply with this Article XVI. Each Conversion Agent (other than the
Company or an Affiliate of the Company) shall have the same protection under
this Section 16.18 as the Trustee.

                  SECTION 16.19 Simultaneous Adjustments.

                  If more than one issuance, distribution, subdivision, tender
offer or combination or other event to which Article XVI applies occurs during
the period applicable for calculating adjustments to the Conversion Rate, such
adjustments shall be calculated for such period in a manner determined by the
Board of Directors to most appropriately reflect the combined impact of such
issuance, distribution, tender offer, subdivision or combination or other event
on the Conversion Rate of the Common Stock during such period.

                  SECTION 16.20 Successive Adjustments.

                  After an adjustment to the Conversion Rate under this Article
XVI, any subsequent event requiring an adjustment under this Article XVI shall
cause an adjustment to the Conversion Rate as so adjusted.

                  SECTION 16.21 Rights Issued in Respect of Common Stock Issued
Upon Conversion.

                  Each share of Common Stock issued upon conversion of Notes
pursuant to this Article XVI shall be entitled to receive the appropriate number
of Common Stock or Preferred Stock purchase rights, as the case may be (the
"Rights"), if any, that all shares of Common Stock are entitled to receive and
the certificates representing the Common Stock issued upon such conversion shall
bear such legends, if any, in each case as may be provided by the terms of any
stockholder rights agreement adopted by the Company, as the same may be amended
from time to time (in each case, a "Rights Agreement"). If such Rights Agreement
requires that each share

                                       48

of Common Stock issued upon conversion of Notes at any time prior to the
distribution of separate certificates representing the Rights be entitled to
receive such Rights, then, notwithstanding anything else to the contrary in the
foregoing sections of this Article XVI, there shall not be any adjustment to the
conversion privilege or Conversion Rate or any other term or provision of the
Notes as a result of the issuance of Rights, the distribution of separate
certificates representing the Rights, the exercise or redemption of such Rights
in accordance with any such Rights Agreement, or the termination or invalidation
of such Rights. Notwithstanding the foregoing, if a Holder of Notes exercising
its right of conversion after the distribution of Rights pursuant to a "Rights
Agreement" is not entitled to receive the Rights that would otherwise be
attributable (but for the date of conversion) to the shares of Common Stock to
be received upon such conversion, if any, the Conversion Rate will be adjusted
as though the Rights were being distributed to holders of Common Stock on the
Conversion Date. If such an adjustment is made and such Rights are later
redeemed, invalidated or terminated, then a corresponding reversing adjustment
will be made to the Conversion Rate on a equitable basis.

SECTION 2.26 Tax Matters.

                  For the sole benefit of the Holders of the Notes, a new
Article XVII shall be added to the Base Indenture as follows:

                                  ARTICLE XVII

                                   TAX MATTERS

                  SECTION 17.01 Tax Treatment.

                  The parties hereto hereby agree, and each Holder and each
beneficial owner of a Note, by purchasing or holding a Note or a beneficial
interest in a Note hereby agrees (in the absence of a change in applicable law
requiring a contrary treatment):

                  (i)      to treat the Notes as indebtedness of the Company for
         all United States federal income tax purposes; and

                  (ii)     to treat the Notes as debt instruments that are
         subject to U.S. Treasury Regulation section 1.1275-4(b).

                  Notwithstanding any other provision of this Indenture, from
the commencement of discussions with respect to the transactions contemplated
hereby, each party (and each employee, representative or other agent of such
party) may disclose to any and all Persons, without limitation of any kind, the
tax treatment and tax structure (as such terms are used in Sections 6011, 6111
and 6112 of the United States Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder) of the transactions contemplated by
this Indenture and all materials of any kind (including opinions or other tax
analyses) that are provided relating to such tax treatment and tax structure,
other than any information for which nondisclosure is reasonably necessary in
order to comply with applicable securities laws, and the ability of each party
and their respective representatives, Affiliates, employees, officers, directors
or other agents to consult any tax advisor, including an independent tax
advisor, regarding the

                                       49

tax treatment or tax structure of the transactions hereunder (and any
transactions related thereto) shall not be restricted or limited in any manner.

                  SECTION 17.02 Comparable Yield and Projected Payment Schedule.

                  Solely for purposes of applying U.S. Treasury Regulation
section 1.1275-4 to the Notes:

                  (a) for United States federal income tax purposes, ordinary
interest income shall accrue with respect to Outstanding Notes as tax original
issue discount ("Tax Original Issue Discount") according to the "noncontingent
bond method," as set forth in U.S. Treasury Regulation section 1.1275-4(b) using
a comparable yield of 7.00%, compounded semiannually, and the projected payment
schedule attached as Annex 1 to this Indenture;

                  (b) the Company shall file with the Trustee promptly at the
end of each calendar year (i) a written notice specifying the amount of Tax
Original Issue Discount for United States federal income tax purposes (including
daily rates and accrual periods) accrued on Outstanding Notes as of the end of
such year and (ii) such other specific information relating to such Tax Original
Issue Discount that the Company determines to be relevant under the Internal
Revenue Code of 1986, as amended, including the amount of any adjustment made
under the noncontingent bond method to account for the amount of any difference
between the amount of an actual payment and the amount of a projected payment;
and

                  (c) the Company acknowledges and agrees, and each Holder and
each beneficial owner of a Note, by purchasing or holding a Note or beneficial
interest in a Note, shall be deemed to acknowledge and agree that (in the
absence of an administrative determination or judicial ruling to the contrary)
(i) each Holder and each beneficial owner of a Note shall be bound by the
Company's determination of the projected payment schedule and comparable yield
within the meaning of U.S. Treasury Regulation Section 1.275-4(b), (ii) the
comparable yield means the yield at which the Company would issue, as of the
Issue Date, a fixed rate, nonconvertible debt instrument with no contingent
payments, but with terms and conditions otherwise comparable to those of the
Notes, (iii) the projected payment schedule is determined on the basis of an
assumption of compound stock price growth, (iv) the fair market value of Common
Stock received by a Holder or beneficial owner of a Note upon conversion of such
Note shall be treated as a contingent payment under U.S. Treasury Regulation
section 1.1275-4(b), (v) the comparable yield and the projected payment schedule
are not determined for any purpose other than for the purpose of applying U.S.
Treasury Regulation section 1.1275-4(b)(4) to the Notes, and (vi) the comparable
yield and the projected payment schedule do not constitute a projection or
representation regarding the actual amounts payable on the Notes.

SECTION 2.27 Subordination of Notes.

                  For the sole benefit of the Holders of the Notes, a new
Article XVIII shall be added to the Base Indenture as follows:

                                       50

                                  ARTICLE XVIII

                             SUBORDINATION OF NOTES

                  Section 18.01. Notes Subordinate to Senior Indebtedness.

                  The Company covenants and agrees, and each Holder of a Note,
by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article XVIII, the Indebtedness
represented by the Note, including Original Issue Discount, and the payment of
the principal of, premium, if any, and interest, including Contingent Cash
Interest, if any, on, the Note are hereby expressly made subordinate and subject
in right of payment as provided in this Article XVIII to the prior payment in
full of all Senior Indebtedness.

                  This Article XVIII shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or continue to
hold, Senior Indebtedness; and such provisions are made for the benefit of the
holders of Senior Indebtedness; and such holders are made obligees hereunder and
they and each of them may enforce such provisions.

                  Section 18.02. Payment Over of Proceeds Upon Dissolution, etc.

                  In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, commenced by or against the Company
or in respect of its assets, or (b) any liquidation, dissolution or other
winding up of the Company, whether voluntary or involuntary, or whether or not
involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshaling of assets or liabilities of the Company, then
and in any such event:

                  (i) the holders of Senior Indebtedness shall be entitled to
receive payment in full of all amounts due on or in respect of Senior
Indebtedness before the Holders of the Notes are entitled to receive any payment
or distribution of any kind or character (excluding any Permitted Junior
Payment) on account of the principal of, premium, if any, or interest on the
Notes or on account of the purchase, redemption, defeasance or other acquisition
of, or in respect of, the Notes; and

                  (ii) any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities (excluding any
Permitted Junior Payment), by set-off or otherwise, to which the Holders or the
Trustee would be entitled but for the provisions of this Article XVIII shall be
paid by the liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full, of all Senior Indebtedness remaining
unpaid, after

                                       51

giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness; and

                  (iii) in the event that, notwithstanding the foregoing
provisions of this Section 18.02, the Trustee or the Holder of any Note shall
have received any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities (excluding any Permitted
Junior Payment), in respect of principal, premium, if any, and interest,
including Contingent Cash Interest, if any on the Notes before all Senior
Indebtedness is paid in full, then and in such event such payment or
distribution (excluding any Permitted Junior Payment) shall be paid over or
delivered forthwith to the liquidating trustee or agent or other Person making
payments or distributions of assets of the Company for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to
pay all Senior Indebtedness in full after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness.

                  The consolidation of the Company with, or the merger of the
Company with or into, another Person or the liquidation or dissolution of the
Company following the sale, assignment, conveyance, transfer, lease or other
disposal of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article VIII shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section 18.02 if the Person formed by such
consolidation or the surviving entity of such merger or the Person which
acquires by sale, assignment, conveyance, transfer, lease or other disposal of
such properties and assets substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger, sale, assignment, conveyance,
transfer, lease or other disposal, comply with the conditions set forth in
Article VIII.

                  Section 18.03. Suspension of Payment When Designated Senior
Indebtedness in Default.

                  (a) Unless Section 18.02 shall be applicable, upon the
occurrence and during the continuance of any default in the payment of any
Designated Senior Indebtedness beyond any applicable grace period (a "Payment
Default") and after the receipt by the Trustee from a Senior Representative of
holders of any Designated Senior Indebtedness of written notice of such default,
no payment or distribution of any assets of the Company or any Subsidiary of any
kind or character (excluding any Permitted Junior Payment) may be made by the
Company on account of the principal of, premium, if any, or interest, including
Contingent Cash Interest, if any, on, the Notes, or on account of the purchase,
redemption or other acquisition of or in respect of, the Notes unless and until
such Payment Default shall have been cured or waived or shall have ceased to
exist or such Designated Senior Indebtedness shall have been discharged or paid
in full, after which the Company shall (subject to the other provisions of this
Article XVIII) resume making any and all required payments in respect of the
Notes, including any missed payments.

                  (b) Unless Section 18.02 shall be applicable, (1) upon the
occurrence and during the continuance of any non-payment default or non-payment
event of default with respect to any Designated Senior Indebtedness pursuant to
which the maturity thereof may then be accelerated immediately (a "Non-payment
Default") and (2) after the receipt by the Trustee and the

                                       52

Company from a Senior Representative of holders of any Designated Senior
Indebtedness of written notice of such Non-payment Default, no payment or
distribution of any assets of the Company of any kind or character (excluding
any Permitted Junior Payment) may be made by the Company on account of the
principal of, premium, if any, or interest on, the Notes, or on account of the
purchase, redemption or other acquisition of, or in respect of, the Notes for
the period specified below ("Payment Blockage Period").

                  (c) The Payment Blockage Period shall commence upon the
receipt of notice of the Non-payment Default by the Trustee from a Senior
Representative of holders of Designated Senior Indebtedness and shall end on the
earliest of (i) the 179th day after such commencement, (ii) the date on which
such Non-payment Default (and all other Non-payment Defaults as to which notice
is given after such Payment Blockage Period is initiated) is cured, waived or
ceases to exist or on which such Designated Senior Indebtedness is discharged or
paid in full, or (iii) the date on which such Payment Blockage Period (and all
Non-payment Defaults as to which notice is given after such Payment Blockage
Period is initiated) shall have been terminated by written notice to the Company
or the Trustee from the Senior Representative initiating such Payment Blockage
Period, after which, in the case of clauses (i), (ii) and (iii), the Company
shall promptly resume making any and all required payments in respect of the
Notes, including any missed payments. In no event will a Payment Blockage Period
extend beyond 179 days from the date of the receipt by the Trustee of the notice
initiating such Payment Blockage Period (such 179-day period referred to as the
"Initial Period"). Any number of notices of Non-payment Defaults may be given
during the Initial Period; provided that during any period of 365 consecutive
days only one Payment Blockage Period, during which payment of principal of,
premium, if any, or interest on, the Notes may not be made, may commence and the
duration of such period may not exceed 179 days. No Non-payment Default with
respect to any Designated Senior Indebtedness that existed on the date of the
commencement of any Payment Blockage Period can be made the basis for the
commencement of a second Payment Blockage Period. The Company shall deliver a
written notice to the Trustee promptly after the date on which any Non-payment
Default is cured or waived or ceases to exist or on which the Designated Senior
Indebtedness related thereto is discharged or paid in full, and the Trustee is
authorized to act in reliance on such notice and shall have no liability with
respect thereto.

                  (d) In the event that, notwithstanding the foregoing, the
Company shall make any payment to the Trustee or the Holder of any Note
prohibited by the foregoing provisions of this Section 18.03, then and in such
event such payment shall be paid over and delivered forthwith to a Senior
Representative of the holders of the Designated Senior Indebtedness or as a
court of competent jurisdiction shall direct.

                  Section 18.04. Payment Permitted if No Default.

                  Nothing contained in this Article XVIII, elsewhere in this
Indenture or in any of the Notes shall prevent the Company, at any time except
during the pendency of any case, proceeding, receivership, reorganization,
dissolution, liquidation or other winding-up, assignment for the benefit of
creditors or other marshaling of assets and liabilities of the Company referred
to in Section 18.02 or under the conditions described in Section 18.03, from
making payments at any time of principal of, premium, if any, or interest on the
Notes.

                                       53

                  Section 18.05. Subrogation to Rights of Holders of Senior
Indebtedness.

                  After the payment in full of all Senior Indebtedness, the
Holders of the Notes shall be subrogated to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of,
premium, if any, and interest, including Contingent Cash Interest, if any, on
the Notes shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of Senior Indebtedness of any cash, property or
securities to which the Holders of the Notes or the Trustee would be entitled
except for the provisions of this Article XVIII, and no payments over pursuant
to the provisions of this Article XVIII to the holders of Senior Indebtedness by
Holders of the Notes or the Trustee, shall, as among the Company and its
creditors other than holders of Senior Indebtedness and the Holders of the
Notes, be deemed to be a payment or distribution by the Company to or on account
of the Senior Indebtedness.

                  Section 18.06. Provisions Solely to Define Relative Rights.

                  The provisions of this Article are intended solely for the
purpose of defining the relative rights of the Holders of the Notes on the one
hand and the holders of Senior Indebtedness on the other hand. Nothing contained
in this Article XVIII or elsewhere in this Indenture or in the Notes is intended
to or shall (a) impair, as among the Company and its creditors other than
holders of Senior Indebtedness and the Holders of the Notes, the obligation of
the Company, which is absolute and unconditional, to pay to the Holders of the
Notes the principal of, premium, if any, and interest, including Contingent Cash
Interest, if any, on, the Notes as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Notes and creditors of the Company,
other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the
Holder of any Note from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article XVIII of the holders of Senior Indebtedness (1) in any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshaling of assets and liabilities of the
Company referred to in Section 18.02, to receive, pursuant to and in accordance
with such Section, cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder, or (2) under the conditions specified
in Section 18.03, to prevent any payment prohibited by such Section or enforce
their rights pursuant to Section 18.03(d).

                  Section 18.07. Trustee to Effectuate Subordination.

                  Each Holder of a Note by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article XVIII and appoints the Trustee such Holder's attorney-in-fact for
any and all such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of the Company whether in bankruptcy,
insolvency, receivership proceedings, or otherwise, the timely filing of a claim
for the unpaid balance of the Indebtedness of the Company owing to such Holder
in the form required in such proceedings and the causing of such claim to be
approved.

                                       54

                  Section 18.08. No Waiver of Subordination Provisions.

                  (a) No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

                  (b) Without limiting the generality of subsection (a) of this
Section 18.08, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
Notes, without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article XVIII or the
obligations hereunder of the Holders of the Notes to the holders of Senior
Indebtedness, do any one or more of the following: (1) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (3) release any Person liable in any manner for the collection or
payment of Senior Indebtedness; and (4) exercise or refrain from exercising any
rights against the Company and any other Person; provided, however, that in no
event shall any such actions limit the right of the Holders of the Notes to take
any action to accelerate the maturity of the Notes pursuant to Article V of this
Indenture or to pursue any rights or remedies hereunder or under applicable laws
if the taking of such action does not otherwise violate the terms of this
Article XVIII.

                  Section 18.09. Notice to Trustee.

                  (a) The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Notes. Notwithstanding the
provisions of this Article XVIII or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee in respect of the
Notes, unless and until the Trustee shall have received written notice thereof
from the Company or a holder of Senior Indebtedness or from a Senior
Representative or any trustee, fiduciary or agent therefor; and, prior to the
receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section by Noon,
New York City time, on the Business Day prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of, premium, if any, or interest,
including Contingent Cash Interest, if any on any Note), then, anything herein
contained to the contrary notwithstanding, but without limiting the rights and
remedies of the holders of Senior Indebtedness, a Senior Representative or any
trustee, fiduciary or agent thereof, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it after such time and date; nor shall the Trustee be
charged with knowledge of the curing of any default or the elimination of the
act or condition preventing any such payment unless and until the Trustee shall
have received an Officers' Certificate to

                                       55

such effect and, in the case of any written notice under Section 18.03 from a
Senior Representative of any Designated Senior Indebtedness, written
confirmation thereof from such Senior Representative.

                  (b) The Trustee shall be entitled to rely on the delivery to
it of a written notice to the Trustee and the Company by a Person representing
himself to be a Senior Representative or a holder of Senior Indebtedness (or a
trustee, fiduciary or agent therefor) to establish that such notice has been
given by a Senior Representative or a holder of Senior Indebtedness (or a
trustee, fiduciary or agent therefor); provided, however, that failure to give
such notice to the Company shall not affect in any way the ability of the
Trustee to rely on such notice. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XVIII, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person and the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XVIII, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

                  Section 18.10. Reliance on Judicial Orders or Certificates.

                  Upon any payment or distribution of assets of the Company
referred to in this Article XVIII, the Trustee and the Holders of the Notes
shall be entitled to rely upon any order or decree entered by any court of
competent jurisdiction in which any insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding in respect of the Company is pending, or a certificate of the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee for the
benefit of creditors, agent or other Person making such payment or distribution,
or a certificate of a Senior Representative, delivered to the Trustee or to the
Holders of Notes for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other Indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XVIII, provided that the foregoing shall apply only
if such court has been fully apprised of the provisions of this Article XVIII.

                  Section 18.11. Rights of Trustee as a Holder of Senior
Indebtedness; Preservation of Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article XVIII with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder. Nothing in this Article XVIII
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.07.

                  Section 18.12. Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting under this
Indenture, the term "Trustee" as used in

                                       56

this Article XVIII shall in such case (unless the context otherwise requires) be
construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if such Paying Agent were named in this
Article XVIII in addition to or in place of the Trustee; provided, however, that
Section 18.11 shall not apply to the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent.

                  Section 18.13. No Suspension of Remedies.

                  Nothing contained in this Article XVIII shall limit the right
of the Trustee or the Holders of Notes to take any action to accelerate the
maturity of the Notes pursuant to Article V of this Indenture or to pursue any
rights or remedies hereunder or under applicable law, subject to the rights, if
any, under this Article XVIII of the holders, from time to time, of Senior
Indebtedness to receive the cash, property or securities receivable upon the
exercise of such rights or remedies.

                  Section 18.14. Trustee's Relation to Senior Indebtedness.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XVIII, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Article XVIII against the Trustee. The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and
the Trustee shall not be liable to any holder of Senior Indebtedness if it shall
in good faith mistakenly (absent gross negligence or willful misconduct) pay
over or deliver to Holders, the Company or any other Person moneys or assets to
which any holder of Senior Indebtedness shall be entitled by virtue of this
Article XVIII or otherwise.

                                   ARTICLE III

                                  MISCELLANEOUS

SECTION 3.01 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 3.02 Successors and Assigns.

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

SECTION 3.03 Benefits of Indenture.

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

                                       57

SECTION 3.04 Governing Law.

                  This First Supplemental Indenture and the Notes shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws. This First Supplemental
Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

SECTION 3.05 Separability.

                  In case any provision in this First Supplemental Indenture,
including the Notes, 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 3.06 Counterparts.

                  This First Supplemental Indenture 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 First Supplemental Indenture.

SECTION 3.07 Ratification.

                  The Base Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and the Base Indenture and
this First Supplemental Indenture shall be read, taken and construed as one and
the same instrument with respect to the Notes. All provisions included in this
First Supplemental Indenture supersede any conflicting provisions included in
the Base Indenture with respect to the Notes unless not permitted by law. The
Trustee accepts the trusts created by the Indenture, as supplemented by this
First Supplemental Indenture, and agrees to perform the same upon the terms and
conditions of the Indenture, as supplemented by this First Supplemental
Indenture.

SECTION 3.08 Annexes and Exhibits.

                  All annexes and exhibits attached hereto are by this reference
made a part hereof with the same effect as if herein set forth in full.

SECTION 3.09 Effectiveness.

                  The provisions of this First Supplemental Indenture shall
become effective as of the date hereof.

                  [Remainder of page intentionally left blank.]

                                       58

                  IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed all as of the date first above
written.

                                                 SUNTRUST BANK,
                                                  as Trustee

                                                 By:  /s/ B.A. Donaldson
                                                     ---------------------------
                                                     Name:  B.A. Donaldson
                                                     Title: Vice President

                                       59

                                                 ROPER INDUSTRIES, INC.

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

                                       60

                                     ANNEX 1
                           PROJECTED PAYMENT SCHEDULE*

   Period Ending                          Projected Payment per $1,000 Principal
                                          Amount at Maturity of Notes*
                                       
December 29, 2003
    July 15, 2004                                         8.07
 January 15, 2005                                         7.41
    July 15, 2005                                         7.41
 January 15, 2006                                         7.41
    July 15, 2006                                         7.41
 January 15, 2007                                         7.41
    July 15, 2007                                         7.41
 January 15, 2008                                         7.41
    July 15, 2008                                         7.41
 January 15, 2009                                         7.41
    July 15, 2009                                           --
 January 15, 2010                                           --
    July 15, 2010                                           --
 January 15, 2011                                           --
    July 15, 2011                                           --
 January 15, 2012                                           --
    July 15, 2012                                         0.66
 January 15, 2013                                         0.69
    July 15, 2013                                         0.71
 January 15, 2014                                         0.74
    July 15, 2014                                         0.76
 January 15, 2015                                         0.79
    July 15, 2015                                         0.82
 January 15, 2016                                         0.85
    July 15, 2016                                         0.88
 January 15, 2017                                         0.91
    July 15, 2017                                         0.94
 January 15, 2018                                         0.98
    July 15, 2018                                         1.01
 January 15, 2019                                         1.05
    July 15, 2019                                         1.09
 January 15, 2020                                         1.13
    July 15, 2020                                         1.17
 January 15, 2021                                         1.21
    July 15, 2021                                         1.25
 January 15, 2022                                         1.30
    July 15, 2022                                         1.34
 January 15, 2023                                         1.39
    July 15, 2023                                         1.44
 January 15, 2024                                         1.49

                                    Annex 1-1

   Period Ending                          Projected Payment per $1,000 Principal
                                          Amount at Maturity of Notes*
                                       
   July 15, 2024                                         1.56
January 15, 2025                                         1.60
   July 15, 2025                                         1.66
January 15, 2026                                         1.72
   July 15, 2026                                         1.78
January 15, 2027                                         1.84
   July 15, 2027                                         1.91
January 15, 2028                                         1.98
   July 15, 2028                                         2.05
January 15, 2029                                         2.12
   July 15, 2029                                         2.20
January 15, 2030                                         2.28
   July 15, 2030                                         2.36
January 15, 2031                                         2.44
   July 15, 2031                                         2.53
January 15, 2032                                         2.62
   July 15, 2032                                         2.72
January 15, 2033                                         2.81
   July 15, 2033                                         2.91
January 15, 2034                                         3.02
Terminal Value at Maturity                           2,500.51

*        The comparable yield and the schedule of projected payments are
determined on the basis of an assumption of compound stock price growth and are
not determined for any purpose other than for the determination of interest
accruals and adjustments thereof in respect of the Notes for United States
federal income tax purposes. The comparable yield and the schedule of projected
payments do not constitute a projection or representation regarding the amounts
payable on Notes.

                                    Annex 1-2

                                                                       EXHIBIT A

                                   EXHIBIT A-1
                          [FORM OF FACE OF GLOBAL NOTE]

                  THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR
PURPOSES OF SECTIONS 1271, 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND IS SUBJECT TO THE CONTINGENT PAYMENT DEBT
INSTRUMENT REGULATIONS OF TREASURY REGULATION SECTION 1.1275-4. THE ISSUE PRICE
OF THIS NOTE IS $395.02 PER NOTE WITH A PRINCIPAL AMOUNT OF $1,000 AT MATURITY;
THE ISSUE DATE IS DECEMBER 29, 2003; THE COMPARABLE YIELD IS 7.00% PER ANNUM,
COMPOUNDED SEMIANNUALLY; THE PROJECTED PAYMENT SCHEDULE IS ATTACHED AS ANNEX 1
TO THE INDENTURE; AND THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR FEDERAL
INCOME TAX PURPOSES IS $2,248.95 PER NOTE WITH A PRINCIPAL AMOUNT OF $1,000 AT
MATURITY, BASED ON THE PROJECTED PAYMENT SCHEDULE AND DETERMINED WITHOUT TAKING
INTO ACCOUNT ANY ADJUSTMENTS PURSUANT TO TREASURY REGULATION SECTION
1.1275-4(b).

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.

                                     A-1-1

                             ROPER INDUSTRIES, INC.
                  SENIOR SUBORDINATED CONVERTIBLE NOTE DUE 2034

No. 1                                       CUSIP: 776696 AA 4
Issue Date: December 29, 2003
Issue Price: $395.02                        Original Issue Discount: $604.98
(for each $1,000 Principal Amount at        (for each $1,000 Principal Amount at
Maturity)                                   Maturity)

                  ROPER INDUSTRIES, INC., a Delaware corporation (herein called
the "Company"), promises to pay to Cede & Co. or registered assigns, the
Principal Amount at Maturity of five hundred eighty-two million and two hundred
forty-nine thousand dollars ($582,249,000) on January 15, 2034.

                  This Note shall not bear interest except as specified on the
other side of this Note. Original Issue Discount will accrue as specified on the
other side of this Note. This Note is convertible as specified on the other side
of this Note.

                  Additional provisions of this Note are set forth on the other
side of this Note.

                                     A-1-2

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

                                          ROPER INDUSTRIES, INC.

                                          By:___________________________________
                                          Title:

Dated: December 29, 2003

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

SUNTRUST BANK,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture.

By: ________________________
      Authorized Signatory

                                     A-1-3

                       [FORM OF REVERSE SIDE OF ALL NOTES]
                 SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2034

1.       Interest.

                  The Company promises to pay interest in cash on the Principal
Amount at Maturity of this Note at the rate per annum of 1.4813% from the Issue
Date, or from the most recent date to which interest has been paid or provided
for, until January 15, 2009. During such period, the Company will pay cash
interest semiannually in arrears on January 15 and July 15 of each year (each an
"Interest Payment Date") beginning July 15, 2004 to Holders of record at the
close of business on each December 31 and June 30 (whether or not a business
day) (each a "Regular Record Date") immediately preceding such Interest Payment
Date. Cash interest will be computed on the basis of a 360-day year of twelve
30-day months.

                  After January 15, 2009, this Note shall not bear interest,
except as specified in this paragraph or in paragraphs 5 and 10 hereof. If the
Principal Amount at Maturity hereof or any portion of such Principal Amount at
Maturity is not paid when due (whether upon acceleration pursuant to Section
5.02 of the Indenture, upon the date set for payment of the Redemption Price
pursuant to paragraph 6 hereof, upon the date set for payment of the Purchase
Price or Change in Control Purchase Price pursuant to paragraph 7 hereof , upon
the Stated Maturity of this Note or otherwise) or if cash interest (including
Contingent Cash Interest, if any) due hereon or any portions of such cash
interest is not paid when due in accordance with paragraph 5 or 10 hereof, then
in each such case the overdue amount shall, to the extent permitted by law, bear
interest at the rate of 3.75% per annum of the Issue Price plus any previously
accrued Original Issue Discount, compounded semiannually, which interest shall
accrue from the date such overdue amount was originally due to the date payment
of such amount, including interest thereon, has been made or duly provided for.
All such interest shall be payable on demand. The accrual of such interest on
overdue amounts shall be in lieu of, and not in addition to, the continued
accrual of Original Issue Discount or cash interest on such overdue amounts.

                  Original Issue Discount (the difference between the Issue
Price and the Principal Amount at Maturity of the Note), in the period during
which a Note remains Outstanding, shall accrue at 3.75% per annum of the Issue
Price plus any previously accrued Original Issue Discount, beginning on January
15, 2009, on a semiannual bond equivalent basis using a 360-day year composed of
twelve 30-day months.

2.       Method of Payment.

                  Subject to the terms and conditions of the Indenture, the
Company will make payments in respect of Redemption Prices, Purchase Prices,
Change in Control Purchase Prices and at Stated Maturity to Holders who
surrender Notes to a Paying Agent to collect such payments in respect of the
Notes. In addition, the Company will pay cash interest from the Issue Date until
January 15, 2009, as more fully described in paragraph 1 hereof or Contingent
Cash Interest as more fully described in paragraph 5 below. The

                                     A-1-4

Company will pay any cash amounts in money of the United States that at the time
of payment is legal tender for payment of public and private debts. However, the
Company may make such cash payments by check payable in such money.

3.       Paying Agent, Conversion Agent, Security Registrar and Bid Solicitation
Agent.

                  Initially, SunTrust Bank, a Georgia banking corporation (the
"Trustee"), will act as Paying Agent, Conversion Agent, Security Registrar and
Bid Solicitation Agent. The Company may appoint and change any Paying Agent,
Conversion Agent, Security Registrar or co-registrar or Bid Solicitation Agent
without notice, other than notice to the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent, Security Registrar or Co-Security Registrar. None of the Company, any of
its Subsidiaries or any of their Affiliates shall act as Bid Solicitation Agent.

4.       Indenture.

                  The Company issued the Notes pursuant to an Indenture dated as
of November 28, 2003, as supplemented by the First Supplemental Indenture dated
as of December 29, 2003 (collectively, the "Indenture"), between the Company and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as in effect from time to time (the "TIA"). Capitalized terms used herein
and not defined herein have the meanings ascribed thereto in the Indenture. The
Notes are subject to all such terms, and Holders of Notes are referred to the
Indenture and the TIA for a statement of those terms.

                  The Notes are general unsecured and senior subordinated
obligations, of the Company, limited to $582,249,000 aggregate Principal Amount
at Maturity (subject to Section 3.06 of the Indenture). Subject to Section 10.07
of the Indenture, the Indenture does not limit other Indebtedness of the
Company, secured or unsecured.

5.       Contingent Cash Interest.

                  Subject to the conditions of the Indenture and the accrual and
record date provisions specified in this paragraph 5, the Company shall pay
Contingent Cash Interest to the Noteholders during any Semiannual Period, with
the initial six-month period commencing on January 16, 2009, if, but only if,
the Average Security Market Price for the five Trading Days ending on the third
Trading Day immediately preceding the first day of the applicable Semiannual
Period equals 120% or more of the Relevant Value of such Note.

                  Contingent Cash Interest, if any, will accrue and be payable
to Holders of this Note as of the Contingent Cash Interest Record Date. Original
Issue Discount will continue to accrue at 3.75% of the Issue Price plus any
previously accrued Original Issue Discount whether or not Contingent Cash
Interest is paid.

                  The amount of Contingent Cash Interest payable per $1,000
Principal Amount at Maturity hereof in respect of any Semiannual Period shall
equal the annual

                                     A-1-5

rate of 0.25% of the Average Security Market Price for the five Trading Day
measuring period.

                  Upon determination that Holders of Notes will be entitled to
receive Contingent Cash Interest during a Semiannual Period, the Company shall
issue a press release and use its reasonable best efforts to post such
information on its web site or through such other public medium it may use at
the time.

                  The Company shall also notify the Trustee of the declaration
of any Regular Cash Dividends and the related record and payment dates.

                  "Regular Cash Dividends" means any quarterly cash dividends on
the Company's Common Stock as declared by the Company's Board of Directors as
part of its cash dividend payment practices and that are not designated by them
as extraordinary or special or other nonrecurring dividends.

6.       Redemption at the Option of the Company.

                  No sinking fund is provided for the Notes. The Notes are
redeemable for cash as a whole, or from time to time in part, at any time at the
option of the Company in accordance with the Indenture at the Redemption Prices
set forth below; provided that the Notes are not redeemable prior to January 15,
2009.

                  The table below shows Redemption Prices of a Note per $1,000
Principal Amount at Maturity on the dates shown below and at Stated Maturity,
which prices reflect accrued Original Issue Discount calculated to each such
date. The Redemption Price of a Note redeemed between such dates shall include
an additional amount reflecting the additional Original Issue Discount accrued
since the immediately preceding date in the table to, but not including, the
Redemption Date.

                  [Remainder of page intentionally left blank]

                                     A-1-6

                                                                                                  (3)
                                                                             (2)               Redemption
                                                     (1)               Accrued Original          Price
             Redemption Date                   Note Issue Price         Issue Discount         (1) + (2)
- -------------------------------------          ----------------        ----------------        ----------
                                                                                      
January 15,
2009................................             $ 395.02                  $   0.00             $  395.02
2010................................             $ 395.02                  $  14.95             $  409.97
2011................................             $ 395.02                  $  30.47             $  425.49
2012................................             $ 395.02                  $  46.58             $  441.60
2013................................             $ 395.02                  $  63.29             $  458.31
2014................................             $ 395.02                  $  80.64             $  475.66
2015................................             $ 395.02                  $  98.64             $  493.66
2016................................             $ 395.02                  $ 117.33             $  512.35
2017................................             $ 395.02                  $ 136.72             $  531.74
2018................................             $ 395.02                  $ 156.85             $  551.87
2019................................             $ 395.02                  $ 177.74             $  572.76
2020................................             $ 395.02                  $ 199.42             $  594.44
2021................................             $ 395.02                  $ 221.92             $  616.94
2022................................             $ 395.02                  $ 245.27             $  640.29
2023................................             $ 395.02                  $ 269.51             $  664.53
2024................................             $ 395.02                  $ 294.66             $  689.68
2025................................             $ 395.02                  $ 320.77             $  715.79
2026................................             $ 395.02                  $ 347.86             $  742.88
2027................................             $ 395.02                  $ 375.98             $  771.00
2028................................             $ 395.02                  $ 405.16             $  800.18
2029................................             $ 395.02                  $ 435.45             $  830.47
2030................................             $ 395.02                  $ 466.88             $  861.90
2031................................             $ 395.02                  $ 499.51             $  894.53
2032................................             $ 395.02                  $ 533.37             $  928.39
2033................................             $ 395.02                  $ 568.51             $  963.53
At stated maturity..................             $ 395.02                  $ 604.98             $1,000.00

7.       Purchase by the Company at the Option of the Holder for Cash.

                  Subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase, at the option of the Holder, the
Notes held by such Holder on the following Purchase Dates and at the following
Purchase Prices, plus accrued and unpaid cash interest, if any, including
Contingent Cash Interest, if any, per $1,000 Principal Amount at Maturity, upon
delivery of a Purchase Notice containing the information set forth in the
Indenture, at any time from the opening of business on the date that is 20
Business Days prior to such Purchase Date until the close of business on the day
immediately preceding such Purchase Date and upon delivery of the Notes to the
Paying Agent by the Holder as set forth in the Indenture.

                                     A-1-7

Purchase Date                             Price Purchase
- ----------------                          --------------
                                       
January 15, 2009                             $ 395.02
January 15, 2014                             $ 475.66
January 15, 2019                             $ 572.76
January 15, 2024                             $ 689.68
January 15, 2029                             $ 830.47

                  Notwithstanding anything herein or in the Indenture, the
Purchase Price (equal to the Issue Price plus accrued Original Issue Discount to
the Purchase Date) may only be paid in cash.

                  At the option of the Holder and subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase the
Notes held by such Holder no later than 30 Business Days after the occurrence of
a Change in Control of the Company, but in no event prior to the date on which
such a Change in Control occurs, for a Change in Control Purchase Price equal to
the Issue Price plus accrued Original Issue Discount and accrued and unpaid cash
interest, if any, including Contingent Cash Interest, if any, to but not
including the Change in Control Purchase Date, which Change in Control Purchase
Price shall be paid in cash.

                  A third party may make the offer and purchase of the Notes in
lieu of the Company in accordance with the Indenture.

                  Holders have the right to withdraw any Purchase Notice or
Change in Control Purchase Notice, as the case may be, by delivering to the
Paying Agent a written notice of withdrawal in accordance with the provisions of
the Indenture.

                  If cash sufficient to pay the Purchase Price or Change in
Control Purchase Price, as the case may be, of all Notes or portions thereof to
be purchased as of the Purchase Date or the Change in Control Purchase Date, as
the case may be, is deposited with the Paying Agent on the Business Day
following the Purchase Date or the Change in Control Purchase Date, as the case
may be, Original Issue Discount or cash interest (including Contingent Cash
Interest), if any, shall cease to accrue on such Notes (or portions thereof) on
such Purchase Date or Change in Control Purchase Date, as the case may be, and
the Holder thereof shall have no other rights as such (other than the right to
receive the Purchase Price or Change in Control Purchase Price, as the case may
be, if any, upon surrender of such Note).

8.       Notice of Redemption.

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at the Holder's registered address. If money sufficient to pay the
Redemption Price of, and accrued and unpaid cash interest, if any, with respect
to, all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, on such
Redemption Date, Original Issue Discount or cash interest

                                     A-1-8

(including Contingent Cash Interest), if any, shall cease to accrue on such
Notes or portions thereof. Notes in denominations larger than $1,000 of
Principal Amount at Maturity may be redeemed in part but only in integral
multiples of $1,000 of Principal Amount at Maturity.

9.       Conversion.

                  Conversion Based on Sale Price of Common Stock. Subject to the
provisions of this paragraph 9 and notwithstanding the fact that any other
condition to conversion described below has not been satisfied, Holders may
convert the Notes into Common Stock on a Conversion Date in any fiscal quarter
commencing at any time after March 31, 2004, if, as of the last day of the
preceding fiscal quarter, the Sale Price of the Common Stock for at least 20
Trading Days in a period of 30 consecutive Trading Days ending on the last
Trading Day of the most recently ended fiscal quarter, is greater than the
conversion trigger price per share. The "conversion trigger price" for any
fiscal quarter shall be 120% of the accreted conversion price per share
(calculated without giving effect to accrued cash interest, if any) of Common
Stock on the last day of such fiscal quarter. Once the foregoing condition is
satisfied for any one fiscal quarter, then the Notes will thereafter be
convertible at any time at the option of the Holder, through their maturity.

                  The "accreted conversion price per share" of Common Stock as
of any day equals the quotient of:

                  -        the Issue Price plus accrued Original Issue Discount,
                           if any, to that day; divided by

                  -        the number of shares of Common Stock issuable upon
                           conversion of $1,000 Principal Amount at Maturity of
                           Notes on that day pursuant to this paragraph 9 and
                           Article XVI of the Indenture.

                  Such accreted conversion price shall be calculated by the
Company in accordance with Article XVI of the Indenture.

                  Conversion Upon Satisfaction of Trading Price Condition.
Subject to the provisions of this paragraph 9 and notwithstanding the fact that
any other condition described herein to conversion has not been satisfied,
Holders may convert Notes into Common Stock any time prior to Maturity during
the five Business Day period after any five consecutive Trading Day period in
which the Trading Price per $1,000 Principal Amount at Maturity of the Notes for
each day of such five Trading Day period was less than 98% of the product of the
Closing Sale Price and the Conversion Rate as of such Trading Day.
Notwithstanding the foregoing, if, on the day prior to any conversion pursuant
to the preceding sentence, the Closing Sale Price of the Common Stock is greater
than the accreted conversion price per share but less than or equal to 120% of
the accreted conversion price per share, the Holders of Notes surrendered for
conversion shall receive, in lieu of Common Stock based on the Conversion Rate,
cash or Common Stock or a combination of cash and Common Stock, at the Company's
option, with a

                                     A-1-9

value equal to the Issue Price plus accrued Original Issue Discount, accrued
cash interest, if any, and accrued Contingent Interest, if any, as of the
Conversion Date (a "Principal Value Conversion"). If a Holder surrenders its
Notes for a Principal Value Conversion, the Company shall notify such Holder by
the second Business Day following the Conversion Date whether the Company will
pay such Holder in cash, Common Stock or a combination of cash and Common Stock,
and in what percentage unless the Company has already provided such notice in
connection with its optional redemption of the Notes pursuant to Article XI of
the Indenture and paragraphs 6 and 8 hereof. Any Common Stock delivered upon a
Principal Value Conversion will be valued at the greater of the accreted
conversion price on the Conversion Date and the Applicable Stock Price as of the
Conversion Date. The Company will then deliver such Common Stock and/or cash to
such Holders surrendering Notes for conversion, no later than the third Business
Day following the determination of the Applicable Stock Price. In connection
with any conversion pursuant to this paragraph 9, the Trustee shall not have any
obligation to determine the Trading Price of the Notes unless the Company has
requested in writing such determination and shall have offered the Trustee
indemnity reasonably satisfactory to it regarding such determination and the
Company shall have no obligation to make such request unless a Holder provides
the Company with reasonable evidence that the Trading Price per Note would be
less than 98% of the product of the Closing Sale Price of the Common Stock and
the number of shares of Common Stock issuable upon conversion of such Note. At
such time, the Company shall instruct the Trustee in writing to determine the
Trading Price of the Notes beginning on the next Trading Day and on each
successive Trading Day until the Trading Price per such Note is greater than or
equal to 98% of the product of the Closing Sale Price of the Common Stock and
the Conversion Rate as of such Trading Day.

                  Conversion upon Redemption. Subject to the provisions of this
paragraph 9 and notwithstanding the fact that any other condition described
herein to conversion has not been satisfied, a Holder may convert into Common
Stock a Note or portion of a Note which has been called for redemption pursuant
to paragraph 6 hereof, but such Notes may be surrendered for conversion only
until the close of business on the second Business Day immediately preceding the
Redemption Date.

                  Conversion Upon Certain Distributions. Subject to the
provisions of this paragraph 9 and notwithstanding the fact that any other
condition to conversion has not been satisfied, in the event that the Company
declares a dividend or distribution described in Section 16.07 of the Indenture,
or a dividend or a distribution described in Section 16.08 of the Indenture and,
in the case of a dividend or distribution described in Section 16.08 of the
Indenture, the sum of (a) the Fair Market Value, per share, of such dividend or
distribution per share of Common Stock, and (b) the quotient of (1) the amount
of Contingent Cash Interest paid on the Notes during the Measurement Period
divided by (2) the number of shares of Common Stock issuable upon conversion of
Notes at the Conversion Rate in effect at the Ex-Dividend Time, as determined in
the Indenture, exceeds 15% of the Sale Price of the Common Stock on the Business
Day immediately preceding the date of declaration for such dividend or
distribution, the Notes may be surrendered for conversion beginning on the date
the Company gives notice to the Holders of such right, which shall not be less
than 20 days prior to the Ex-Dividend Time

                                     A-1-10

for such dividend or distribution, and Notes may be surrendered for conversion
at any time thereafter until the close of business on the Business Day prior to
the Ex-Dividend Time or until the Company announces that such dividend or
distribution will not take place. For the purposes of this paragraph, the
"Measurement Period" with respect to a dividend on the Common Stock shall mean
the 365 consecutive day period ending on the date prior to the Ex-Dividend Time
with respect to such dividend.

                  Conversion Upon Occurrence of Certain Corporate Transactions.
Subject to the provisions of this paragraph 9 and notwithstanding the fact that
any other condition described herein to conversion has not been satisfied, in
the event the Company is a party to a consolidation, merger or binding share
exchange pursuant to which the Common Stock would be converted into cash,
securities or other property as set forth in Section 16.14 of the Indenture, the
Notes may be surrendered for conversion at any time from and after the date
which is 15 days prior to the date announced by the Company as the anticipated
effective time until 15 days after the actual effective date of such
transaction, and at the effective time of such transaction the right to convert
a Note into Common Stock will be deemed to have changed into a right to convert
it into the kind and amount of cash, securities or other property which the
Holder would have received if the Holder had converted its Note immediately
prior to the transaction.

                  A Note in respect of which a Holder has delivered a Purchase
Notice or Change in Control Purchase Notice exercising the option of such Holder
to require the Company to purchase such Note may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.

                  The initial Conversion Rate is 6.211 shares of Common Stock
per $1,000 Principal Amount at Maturity, subject to adjustment in the case of
certain events described in the Indenture. The Company will deliver cash or a
check in lieu of any fractional share of Common Stock. The ability to surrender
Notes for conversion will expire at the close of business on January 15, 2034.

                  Notes surrendered for conversion during 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, shall be entitled
to receive such interest, in lieu of Original Issue Discount or Contingent Cash
Interest, payable on such Notes on the corresponding Interest Payment Date and
(except Notes with respect to which the Company has mailed a notice of
redemption) Notes surrendered for conversion during such periods must be
accompanied by payment of an amount equal to the interest in lieu of Original
Issue Discount or Contingent Cash Interest with respect thereto that the
registered Holder is to receive.

                  To convert a Note, a Holder must (a) complete and manually
sign the conversion notice (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (b) surrender the Note
to the Conversion Agent, (c) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee and
(d) pay any transfer or similar taxes, if required.

                                     A-1-11

                  A Holder may convert a portion of a Note if the Principal
Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000.
No payment or adjustment will be made for dividends on the Common Stock except
as provided in the Indenture. On conversion of a Note, accrued Original Issue
Discount and any accrued and unpaid cash interest, including Contingent Cash
Interest, attributable to the period from the Issue Date through the Conversion
Date shall not be cancelled, extinguished or forfeited, but rather shall be
deemed to be paid in full to the Holder thereof through the delivery of the
Common Stock (as cash in lieu thereof) (together with the cash payment, if any,
in lieu of fractional shares) in exchange for the Note being converted pursuant
to the terms hereof; and the Fair Market Value of such shares of Common Stock
(as cash in lieu thereof) (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for Original Issue Discount and any accrued and unpaid cash interest,
including Contingent Cash Interest, accrued through the Conversion Date, and the
balance, if any, of such Fair Market Value of such Common Stock (and any such
cash payments) shall be treated as issued in exchange for the Issue Price of the
Note being converted pursuant to the provisions hereof.

                  The Conversion Rate will be adjusted in accordance with
Article XVI of the Indenture for dividends or distributions on Common Stock
payable in Common Stock or other Capital Stock; subdivisions, combinations or
certain reclassifications of Common Stock; distributions to all holders of
Common Stock of certain rights to purchase Common Stock for a period expiring
within 60 days of the Issue Date at less than the Sale Price of the Common Stock
at the Time of Determination; distributions to such holders of assets or debt
securities of the Company or certain rights to purchase securities of the
Company (excluding certain cash dividends or distributions) and certain rights
pursuant to stockholder rights plans; certain dividends or distributions of
cash; and certain tender offers or exchange offers. The Company from time to
time may voluntarily increase the Conversion Rate.

                  If the Company is a party to a consolidation, merger or
binding share exchange or a transfer of all or substantially all of its assets,
or upon certain distributions described in the Indenture, the right to convert a
Note into Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

10.      Defaulted Interest.

                  Except as otherwise specified with respect to the Notes, any
Defaulted Interest on any Note shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, and such Defaulted Interest shall be paid by the Company as
provided for in Section 3.07 of the Indenture.

11.      Denominations; Transfer; Exchange.

                  The Notes are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder

                                     A-1-12

may transfer or exchange Notes in accordance with the Indenture. The Registrar
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not transfer or exchange any
Notes selected for redemption (except, in the case of a Note to be redeemed in
part, the portion of the Note not to be redeemed) or any Notes in respect of
which a Purchase Notice or Change in Control Purchase Notice has been given and
not withdrawn (except, in the case of a Note to be purchased in part, the
portion of the Note not to be purchased) or any Notes for a period of 15 days
before the mailing of a notice of redemption of Notes to be redeemed.

12.      Persons Deemed Owners.

                  The registered Holder of this Note may be treated as the owner
of this Note for all purposes.

13.      Unclaimed Money or Notes.

                  The Trustee and the Paying Agent shall return to the Company
upon written request any money or securities held by them for the payment of any
amount with respect to the Notes that remains unclaimed for two years, subject
to applicable unclaimed property laws. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
Person.

14.      Amendment; Waiver.

                  Subject to certain exceptions set forth in the Indenture, (a)
the Indenture or the Notes may be amended with the written consent of the
Holders of a majority in aggregate Principal Amount at Maturity of the Notes at
the time outstanding and (b) certain Events of Default may be waived with the
written consent of the Holders of a majority in aggregate Principal Amount at
Maturity of the Notes at the time outstanding. Subject to certain exceptions set
forth in the Indenture, without the consent of any Holder of the Notes, the
Company and the Trustee may amend the Indenture or the Notes as set forth in
Section 9.01 of the Indenture.

15.      Defaults and Remedies.

                  Under the Indenture, Events of Default include (a) default in
the payment of any interest, including Contingent Cash Interest, under the Notes
when it becomes due and payable, and continuance of such default for a period of
thirty (30) days; (b) default in the payment of Principal Amount at Maturity,
Redemption Price, Purchase Price or Change in Control Purchase Price on any Note
when the same becomes due and payable at its Stated Maturity, upon redemption,
upon declaration, when due for purchase by the Company or otherwise; (c) failure
to comply with any of the other agreements in the Notes or the Indenture upon
the Company's receipt of notice of such default from the Trustee or from Holders
of not less than 25% in aggregate Principal Amount at Maturity of the Notes, and
its failure to cure (or obtain a waiver of) such default within 60 days after
the Company receives such notice; (d) default in the payment of principal when
due

                                     A-1-13

or resulting in acceleration of other Indebtedness of the Company or any
Subsidiary for borrowed money where the aggregate principal amount with respect
to which the default or acceleration has occurred exceeds $10 million, and such
acceleration has not been rescinded or annulled or such Indebtedness repaid
within a period of 10 days after written notice to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in Principal
Amount at Maturity of the Notes, provided that, if any such default or
acceleration is cured, waived, rescinded or annulled, then the Event of Default
by reason thereof would be deemed not to have occurred; and (e) certain events
of bankruptcy or insolvency. If an Event of Default occurs and is continuing,
the Trustee, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Notes at the time outstanding, may declare all the Notes to be
due and payable immediately. Certain events of bankruptcy or insolvency are
Events of Default which will result in the Issue Price plus Original Issue
Discount and any accrued and unpaid cash interest or any Contingent Cash
Interest on the Notes becoming due and payable immediately upon the occurrence
of such Events of Default.

                  Holders of the Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Notes unless it receives indemnity or security reasonably
satisfactory to it. Subject to certain limitations, Holders of a majority in
aggregate Principal Amount at Maturity of the Notes at the time outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default (except a
Default in payment of amounts specified in clause (a) or (b) above) if it
determines that withholding notice is in their interests.

16.      Subordination.

                  The payment of principal of, premium, if any, and interest,
including Contingent Cash Interest, if any, will be subordinated in right of
payment, as set forth in the Indenture, to the prior payment in full of all
Senior Indebtedness whether outstanding on the Issue Date or thereafter
incurred.

17.      Trustee Dealings with the Company.

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.

18.      No Recourse Against Others.

                  A director, officer, employee, agent, representative,
stockholder or equity holder, as such, of the Company or the Trustee shall not
have any liability for any obligations of the Company or the Trustee under the
Notes or the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. By

                                     A-1-14

accepting a Note, each Holder of the Notes waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.

19.      Authentication.

                  This Note shall not be valid until an authorized signatory of
the Trustee manually signs the Trustee's Certificate of Authentication on the
other side of this Note.

20.      Abbreviations.

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

21.      GOVERNING LAW.

                  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                     A-1-15

                  The Company will furnish to any Holder of the Notes upon
written request and without charge a copy of the Indenture which has in it the
text of this Note in larger type. Requests may be made to:

                  Roper Industries, Inc.
                  2160 Satellite Boulevard
                  Suite 200
                  Duluth, Georgia 30097
                  Attention: Investor Relations

                                     A-1-16

ASSIGNMENT FORM
To assign this Note, fill in the form below:

I or we assign and transfer this Note to

_____________________________________________________

_____________________________________________________

(Insert assignee's soc. sec. or tax ID no.)

_____________________________________________________

_____________________________________________________

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

and irrevocably appoint

_____________________ agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.

CONVERSION NOTICE
To convert this Note into Common Stock of the Company, check the box: [ ]

To convert only part of this Note, state the Principal Amount at Maturity to be
converted (which must be $1,000 or an integral multiple of $1,000):

$____________________________________________________

If you want the stock certificate made out in another Person's name, fill in the
form below:

_____________________________________________________

_____________________________________________________

(Insert other Person's soc. sec. or tax ID no.)

_____________________________________________________

_____________________________________________________

_____________________________________________________

_____________________________________________________

                                     A-1-17

(Print or type other Person's name, address and zip code)

________________________________________________________________________________

Date: _____________________ Your Signature: ____________________________________

________________________________________________________________________________
       (Sign exactly as your name appears on the other side of this Note)

                                     A-1-18

                                   EXHIBIT A-2
                       [FORM OF FACE OF CERTIFICATED NOTE]

THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF SECTIONS
1271, 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND IS SUBJECT TO THE CONTINGENT PAYMENT DEBT INSTRUMENT REGULATIONS OF
TREASURY REGULATION SECTION 1.1275-4. THE ISSUE PRICE OF THIS NOTE IS $395.02
PER NOTE WITH A PRINCIPAL AMOUNT OF $1,000 AT MATURITY; THE ISSUE DATE IS
DECEMBER 29, 2003; THE COMPARABLE YIELD IS 7.00% PER ANNUM, COMPOUNDED
SEMIANNUALLY; THE PROJECTED PAYMENT SCHEDULE IS ATTACHED AS ANNEX 1 TO THE
INDENTURE; AND THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR FEDERAL INCOME
TAX PURPOSES IS $2,248.95 PER NOTE WITH A PRINCIPAL AMOUNT OF $1,000 AT
MATURITY, BASED ON THE PROJECTED PAYMENT SCHEDULE AND DETERMINED WITHOUT TAKING
INTO ACCOUNT ANY ADJUSTMENTS PURSUANT TO TREASURY REGULATION SECTION
1.1275-4(b).

                                       1

                             ROPER INDUSTRIES, INC.
                  SENIOR SUBORDINATED CONVERTIBLE NOTE DUE 2034

No. [  ]                                  CUSIP: 776696 AA 4
Issue Date: December 29, 2003
Issue Price: $                            Original Issue Discount: $604.98
(for each $1,000 Principal Amount at      (for each $1,000 Principal Amount at
Maturity)                                 Maturity)

                  ROPER INDUSTRIES, INC., a Delaware corporation (herein called
the "Company"), promises to pay to Cede & Co. or registered assigns, the
Principal Amount at Maturity of [        ] ($[          ]) on January 15, 2034.

                  This Note shall not bear interest except as specified on the
other side of this Note. Original Issue Discount will accrue as specified on the
other side of this Note. This Note is convertible as specified on the other side
of this Note.

                  Additional provisions of this Note are set forth on the other
side of this Note.

                                          ROPER INDUSTRIES, INC.

                                         By:  __________________________________
                                              Title:

                                         By:  __________________________________
                                              Title:

Dated:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
THE BANK OF NEW YORK,

as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture.

By: ________________________
    Authorized Signatory

                                      A-2-2

[FORM OF REVERSE SIDE OF CERTIFICATED NOTE IS THE SAME
THE FORM OF REVERSE SIDE OF GLOBAL NOTE]

                                      A-2-3

                                                                     EXHIBIT 5.1

December 29, 2003

Roper Industries, Inc.
2160 Satellite Boulevard
Duluth, Georgia  30097

         Re:      Registration Statement on Form S-3 --
                  $4,200,000 shares of Common Stock and
                  $230,000,000 of gross proceeds at issuance of
                  Senior Subordinated Convertible Notes due 2034

Ladies and Gentlemen:

         We have acted as counsel for Roper Industries, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 (the "1933 Act"), as amended, of 4,200,000 shares of
common stock, par value $.01 per share, (the "Shares") pursuant to a prospectus
supplement dated December 22, 2003 (the "Common Stock Prospectus Supplement")
and $230,000,000 of gross proceeds at issuance of Senior Subordinated
Convertible Notes due 2034 (the "Notes") pursuant to a prospectus supplement
dated December 22, 2003 (the "Notes Prospectus Supplement") under the
Registration Statement on Form S-3 (File No. 333-110491) filed with the
Securities and Exchange Commission on November 14, 2003, and the related
Registration Statement on Form S-3 (File No. 333-1114721) filed with the
Securities and Exchange Commission on December 23, 2003. The Notes have been
issued by the Company pursuant to an Indenture, dated November 28, 2003, between
the Company and SunTrust Bank, as trustee (the "Trustee") (the "Indenture") and
a Supplemental Indenture, dated December 29, 2003, between the Company and the
Trustee (the "Supplemental Indenture").

         In connection with this opinion, we have examined and relied upon such
records, agreements, certificates and other documents as we have deemed
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed, photographic or facsimile copies
and, as to certificates of public officials and officers of the Company, we have
assumed the same to have been properly given and to be accurate. As to matters
of fact material to this opinion, we have relied upon statements and
representations of representatives of the Company and of public officials.

         We have assumed that the execution and delivery of, and the performance
of all obligations under, the Indenture and the Supplemental Indenture were duly
authorized by all requisite action of the Trustee, and that the Indenture and
the Supplemental Indenture were duly executed and delivered by, and are both
valid and binding agreements of, the Trustee, enforceable against the Trustee in
accordance with their terms.

         The opinions expressed herein are limited in all respects to the laws
of the State of New York, the State of Delaware and the federal laws of the
United States of America, and no opinion is expressed with respect to the laws
of any other jurisdiction or any effect which such laws may have on the opinions
expressed herein. This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.

         Based upon the foregoing, we are of the opinion that:

                  (i)      The Company is a corporation validly existing and in
                           good standing under the laws of the State of
                           Delaware;

                  (ii)     Upon the issuance and sale of the Shares as described
                           in the Common Stock Prospectus Supplement, such
                           Shares were validly issued, fully paid and
                           non-assessable and upon issuance of the Shares upon
                           conversion of the Notes as described in the Notes
                           Prospectus Supplement, such Shares will be validly
                           issued, fully paid and non-assessable; and

                  (iii)    Upon the issuance and sale of the Notes as described
                           in the Notes Prospectus Supplement, the Notes
                           constituted valid and legally binding obligations of
                           the Company, enforceable against the Company in
                           accordance with their terms, and entitled to the
                           benefits of the Indenture.

         The opinions set forth above are subject, as to enforcement, to the
effect of (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the rights and remedies of creditors generally, and (ii)
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This opinion is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.

         We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Current Report on Form 8-K, and further
consent to the use of our name under the heading "Legal Matters" in the Common
Stock Prospectus Supplement and Notes Prospectus Supplement.

                                Very truly yours,

                                /s/ King & Spalding LLP

                                                                    EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS

         We hereby consent to the incorporation by reference in the Registration
Statements of Roper Industries, Inc. on Form S-8 (Nos. 33-71094, 33-77770,
33-78026, 333-36897, 333-73139, 333-35666, 333-35672, 333-35648, 333-59130,
333-105919, 333-105920) of our reports dated January 31, 2003 relating to the
financial statements of Neptune Technology Group Holdings, Inc. and Water
Management which appear in Roper Industries, Inc.'s Current Report on Form 8-K
dated November 14, 2003, which is incorporated by reference in this Current
Report on Form 8-K.

/s/ PricewaterhouseCoopers, LLP
- -----------------------------------------
PricewaterhouseCoopers, LLP
Atlanta, Georgia
January 12, 2004

                                                                    EXHIBIT 99.1

             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

       We derived the following unaudited pro forma consolidated financial data
by the application of pro forma adjustments to our historical financial
statements and the historical financial statements of NTGH. The following pro
forma income statements for the year ended October 31, 2002 and the nine months
ended September 30, 2003 reflect the following events as if each had occurred
immediately prior to these periods, and the unaudited pro forma balance sheet as
of September 30, 2003 reflects the following events as if each had occurred on
September 30, 2003:

       - the acquisition of NTGH;

       - the acquisition of the remaining one-third interest in DAP
         Technologies;

       - the issuance of 4,830,000 shares of common stock at a public offering
         price of $48.00 per share, including exercise of the underwriters'
         overallotment;

       - the issuance of notes for proceeds of $230 million;

       - the redemption of our outstanding senior notes, for an aggregate
         redemption price, including a make-whole payment and accrued and unpaid
         interest, of $149.3 million; and

       - the repayment of all amounts outstanding under our existing credit
         facility, which aggregated $162.3 million at September 30, 2003.

       The foregoing are referred to herein as the "Transactions."

       The pro forma consolidated statement of operations for the year ended
October 31, 2002 utilize the audited consolidated statement of operations of
Roper for the year ended October 31, 2002 and the audited consolidated
statements of operations of NTGH for the year ended December 31, 2002.

       The unaudited pro forma consolidated financial data has been prepared
giving effect to the NTGH acquisition and our acquisition of the remaining
one-third interest in DAP Technologies, which will be accounted for in
accordance with SFAS No. 141, "Business Combinations." The total purchase price
will be allocated to the net assets of NTGH based upon estimates of fair value.
The pro forma adjustments are based on a preliminary assessment of the value of
NTGH's tangible and intangible assets by management. Management will utilize a
formal valuation analysis by an outside appraisal firm in determining the final
purchase price allocation. Accordingly, the final purchase price allocation may
include an adjustment to the amounts recorded for the value of property and
equipment, identifiable intangible assets and goodwill, as well as changes in
cash consideration based on changes in cash, indebtedness and working capital on
the closing date.

       The adjustments to the unaudited pro forma consolidated statement of
operations are based upon available information and certain assumptions that we
believe are reasonable and exclude the following non-recurring charges that will
be incurred therewith: (1) amortization of estimated inventory fair value
step-up of approximately $4 million from the acquisition expected to impact 2004
cost of sales; and (2) the write-off of approximately $15.8 million of debt
extinguishment costs, net of tax, related to the redemption of our outstanding
senior notes and related deferred financing costs. The pro forma consolidated
financial information should be read in conjunction with the historical
financial statements of Roper and NTGH and the related notes thereto included in
or incorporated by reference into this prospectus supplement. The pro forma
financial information is presented for informational purposes only and does not
purport to represent what our actual results of operations or financial position
would have been had the NTGH acquisition and related Transactions described
above been consummated at the date indicated, nor is it necessarily indicative
of our future results of operations or financial condition.

                                       S-33

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES

                      PRO FORMA CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003

                                                                         ADJUSTMENTS
                                               HISTORICAL   HISTORICAL     FOR THE
                                                 ROPER         NTGH      TRANSACTIONS      PRO FORMA
                                               ----------   ----------   ------------      ----------
                                                                    (UNAUDITED)
                                                               (DOLLARS IN THOUSANDS)
                                                                               
Cash and cash equivalents....................   $ 14,510     $ 24,159      $  6,687        $   45,356
Accounts receivable, net.....................    120,344       25,677            --           146,021
Inventories..................................     95,233       14,631         4,000 (1)       113,864
Other current assets.........................      5,238        9,373        (1,000)(2)        13,611
                                                --------     --------      --------        ----------
  Total current assets.......................    235,325       73,840         9,687           318,852
Property, plant and equipment, net...........     51,908       26,085            --            77,993
Goodwill.....................................    482,465       77,231       154,933 (1)       714,629
Other intangible assets, net.................     36,852      180,644        80,446 (1)       297,942
Other noncurrent assets......................     29,127       10,442        15,349 (3)        45,519
                                                                             (9,399)(4)
                                                --------     --------      --------        ----------
  Total assets...............................   $835,677     $368,242      $251,016        $1,454,935
                                                ========     ========      ========        ==========
Accounts payable.............................   $ 33,791     $ 10,360      $     --        $   44,151
Accrued liabilities..........................     54,732       16,604        12,308 (1)        83,644
Income taxes payable.........................      3,093           --        (8,522)(5)        (5,429)
Current portion of long-term debt............      1,017       10,000        10,000 (6)        21,017
                                                --------     --------      --------        ----------
  Total current liabilities..................     92,633       36,964        13,786           143,383
Long-term debt...............................    287,470      277,304        45,430 (6)       610,204
Other noncurrent liabilities.................     13,846       10,405        28,156 (1)        52,407
                                                --------     --------      --------        ----------
Total liabilities............................    393,949      324,673        87,372           805,994
Minority interest............................         --        4,512        (4,512)(7)            --
Redeemable preferred stock...................         --       29,017       (29,017)(7)            --
Total stockholders' equity...................    441,728       10,040       (15,826)(5)       648,941
                                                                            223,039 (8)
                                                                            (10,040)(7)
                                                --------     --------      --------        ----------
  Total liabilities and equity...............   $835,677     $368,242      $251,016        $1,454,935
                                                ========     ========      ========        ==========

 See accompanying notes to the unaudited Pro Forma Consolidated Balance Sheet.
                                       S-34

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES

            NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                 (IN THOUSANDS)

(1) Under purchase accounting, the estimated acquisition consideration will be
    allocated to NTGH's assets and liabilities based on their relative fair
    values. The consideration remaining will be allocated to identifiable
    intangibles with a finite life and amortized over that life, as well as to
    goodwill and identifiable intangibles with an infinite life, which will be
    evaluated on an annual basis to determine impairment and adjusted
    accordingly. The pro forma adjustments were based on management's assessment
    of value of NTGH's tangible and intangible assets in conjunction with an
    independent outside appraisal. The final purchase price allocation may
    include an adjustment in the amount recorded for any changes in value of
    property and equipment, identifiable intangible assets, and goodwill after
    completion of the Transactions.

                                                            
TOTAL ACQUISITION CONSIDERATION ALLOCATION:
Net cash paid for NTGH acquisition..........................   $ 475,000
Cash and stock consideration paid for the DAP Technologies
  acquisition...............................................       9,132
Estimated acquisition expenses..............................      11,098
                                                               ---------
Total acquisition consideration.............................     495,230
Less: Net book value of assets acquired.....................    (296,315)
                                                               ---------
Excess purchase price to be allocated.......................   $ 198,915
                                                               =========
PRELIMINARY ALLOCATIONS:
Inventory step-up...........................................   $   4,000
Deferred tax liability......................................     (28,156)
Restructuring and other incremental liabilities.............     (12,308)
Incremental identifiable intangible assets..................      80,446
Incremental goodwill........................................     154,933
                                                               ---------
                                                               $ 198,915
                                                               =========

     Amortization of intangible assets, if applicable, will occur over their
     estimated useful lives, which we estimate will range from two to
     twenty-five years. The major categories of NTGH intangible assets are
     estimated as follows, subject to adjustment in connection with the final
     purchase price allocation:

                                                            
ASSETS SUBJECT TO AMORTIZATION:
  Customer relationships....................................   $ 206,090
  Technology................................................      10,000
  Software..................................................       9,000
ASSETS NOT SUBJECT TO AMORTIZATION:
  Trade names...............................................      36,000
                                                               ---------
                                                               $ 261,090
                                                               =========

(2) Reflects the elimination of a capitalized management fee incurred by NTGH
    that was being amortized over a five-year period which will not be assumed
    in connection with the NTGH acquisition.

(3) Estimated debt issuance costs of $15,349 relating to our new senior
    subordinated convertible notes and our new senior secured credit facility,
    and related expenses, will be amortized over the weighted average life of
    the associated financings.

                                       S-35

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES

     NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET -- (CONTINUED)

(4) Reflects the elimination of capitalized financing fees that will no longer
    be amortized due to the repayment of NTGH's outstanding indebtedness in
    connection with the NTGH acquisition.

(5) Represents the estimated costs associated with extinguishing our current
    outstanding senior notes and the write-off of deferred financing costs
    associated with those notes and our revolving credit facility. The
    non-recurring expense associated with early extinguishment of our current
    senior notes is tax deductible and a tax benefit of $8,522 has been
    recognized at the federal statutory rate.

(6) Reflects the increase in our outstanding indebtedness following the
    Transactions and the repayment of NTGH's outstanding indebtedness in
    connection with the Transactions.

(7) Reflects the elimination of NTGH's historical share capital, retained
    earnings, minority interest and other equity accounts pursuant to the
    application of purchase accounting.

(8) Reflects the issuance of shares in the common stock offering and the
    application of the net proceeds from the common stock offering, net of
    underwriting discounts and expenses, as well as the issuance of 34,000
    shares of our common stock in the DAP Technologies acquisition.

                                       S-36

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED OCTOBER 31, 2002

                                                                           ADJUSTMENTS
                                                 HISTORICAL   HISTORICAL     FOR THE
                                                  ROPER(1)     NTGH(1)     TRANSACTIONS     PRO FORMA
                                                 ----------   ----------   ------------     ---------
                                                                     (UNAUDITED)
                                                                    (IN THOUSANDS)
                                                                                
Net sales......................................   $617,462     $189,544      $    --        $807,006
Cost of good sold..............................    283,707      109,211           --         392,918
                                                  --------     --------      -------        --------
Gross profit...................................    333,755       80,333           --         414,088
Selling, general and administrative expenses...    218,210       45,793      (2,600)(3)      261,403
                                                  --------     --------      -------        --------
Operating profit...............................    115,545       34,540        2,600         152,685
Interest expense...............................     18,506       12,880       (5,036)(4)      26,350
Euro debt currency loss........................      4,093           --           --           4,093
Loss on extinguishment of debt(2)..............         --        1,353           --           1,353
Other income...................................      3,381          928           --           4,309
                                                  --------     --------      -------        --------
Earnings from continuing operations before
  income taxes and change in accounting
  principle....................................     96,327       21,235        7,636         125,198
Income taxes...................................     29,889        7,833        2,673(5)       40,395
                                                  --------     --------      -------        --------
Earnings from continuing operations before
  change in accounting principle...............   $ 66,438     $ 13,402      $ 4,964        $ 84,804
                                                  ========     ========      =======        ========
EARNINGS PER SHARE FROM CONTINUING OPERATIONS
  BEFORE CHANGE IN ACCOUNTING PRINCIPLE
  Basic........................................   $   2.13                                  $   2.35
  Diluted......................................       2.09                                      2.31
AVERAGE SHARES OUTSTANDING
  Basic........................................     31,210                     4,864(6)       36,074
  Diluted......................................     31,815                     4,864(6)       36,679

  See accompanying notes to the unaudited Pro Forma Consolidated Statement of
                                  Operations.
                                       S-37

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      NINE MONTHS ENDED SEPTEMBER 30, 2003

                                                                          ADJUSTMENTS
                                                HISTORICAL   HISTORICAL     FOR THE
                                                 ROPER(1)     NTGH(1)     TRANSACTIONS      PRO FORMA
                                                ----------   ----------   ------------      ---------
                                                                     (UNAUDITED)
                                                                   (IN THOUSANDS)
                                                                                
Net sales.....................................   $487,562     $147,473      $    --         $635,035
Cost of good sold.............................    230,504       83,773           --          314,277
                                                 --------     --------      -------         --------
Gross profit..................................    257,058       63,700           --          320,758
Selling, general and administrative
  expenses....................................    178,262       37,472       (2,775)(3)      212,959
                                                 --------     --------      -------         --------
Operating profit..............................     78,796       26,228        2,775          107,799
Interest expense..............................     12,653       14,867       (7,970)(4)       19,550
Loss on Extinguishment of debt(2).............         --        9,329           --            9,329
Other expense.................................       (195)      (2,556)          --           (2,751)
                                                 --------     --------      -------         --------
Earnings (loss) from continuing operations
  before income taxes.........................     65,948         (524)      10,745           76,169
Income taxes..................................     19,784          451        3,761(5)        23,996
                                                 --------     --------      -------         --------
Earnings (loss) from continuing operations....   $ 46,164     $   (975)     $ 6,984         $ 52,173
                                                 ========     ========      =======         ========
EARNINGS PER SHARE FROM CONTINUING OPERATIONS
  Basic.......................................   $   1.47                                   $   1.44
  Diluted.....................................       1.45                                       1.42
AVERAGE SHARES OUTSTANDING
  Basic.......................................     31,482                     4,864(6)        36,346
  Diluted.....................................     31,844                     4,864(6)        36,708

  See accompanying notes to the unaudited Pro Forma Consolidated Statement of
                                  Operations.
                                       S-38

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES

       NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(1) Because of differing fiscal 2002 year-ends for Roper and NTGH, the pro-forma
    consolidated statement of operations for fiscal year ended October 31, 2002
    utilizes the audited income statement of NTGH for the calendar year ended
    December 31, 2002. For fiscal 2003, both NTGH and Roper report on a calendar
    year basis and common reporting periods are used for the consolidated
    statement of operations for the nine months ended September 30, 2003.

(2) During the year ended October 31, 2002, and the nine months ended September
    30, 2003, NTGH recorded losses on early extinguishment of debt of $1,353 and
    $9,329 respectively. These losses were associated with financing
    arrangements typical of private equity group ownership. These losses are
    required to be presented in the pro formas under Article 11 of Regulation
    S-X. These amounts will not recur for Roper due to a different ownership
    structure following the NTGH acquisition. The table below reflects the pro
    forma earnings from continuing operations before income taxes adjusted to
    exclude these losses (dollars in thousands):

                                                         YEAR ENDED       NINE MONTHS ENDED
                                                      OCTOBER 31, 2002    SEPTEMBER 30, 2003
                                                      ----------------    ------------------
                                                                    
Pro forma earnings from continuing operations before
  income taxes......................................      $125,198             $76,169
Loss on extinguishment of debt......................         1,353               9,329
                                                          --------             -------
Adjusted earnings from continuing operations before
  income taxes......................................      $126,551             $85,498
                                                          ========             =======

(3) Reflects the net adjustment to the historical amortization expense of NTGH
    from the elimination of certain non-recurring management fees and financing
    expenses, and the adjustment to intangibles amortization of identifiable
    finite-lived intangible assets.

(4) Reflects the net change in interest expense to give effect to (a) borrowings
    under our new senior secured credit facility, (b) the issuance of $400
    million of notes under our five year term-note facility, (c) the issuance of
    our senior subordinated convertible notes for initial gross proceeds of $230
    million, (d) the amortization of $15.3 million of debt issuance costs over
    an average of four years and (e) the elimination of interest expense for
    both Roper and NTGH under their current financing structures. For every
    1/8% change in the interest rates on the debt, the effect on interest
    expense of the combined entities is approximately $400.

(5) Tax effects of the pro forma adjustments have been calculated based on the
    applicable statutory rate of 35%.

(6) Reflects the issuance of 4,830,000 shares of common stock in the common
    stock offering for gross proceeds of $232 million and the issuance of 34,000
    shares of common stock out of treasury in connection with the DAP
    Technologies acquisition.

                                       S-39

                                                                    EXHIBIT 99.2

                                  PRESS RELEASE

12/30/03 - ROPER COMPLETES ACQUISITION OF NEPTUNE TECHNOLOGY GROUP HOLDINGS

ROPER COMPLETES ACQUISITION OF
NEPTUNE TECHNOLOGY GROUP HOLDINGS

Duluth, Georgia, December 30, 2003 - Roper Industries, Inc. (NYSE:ROP)
announced that it has completed the previously announced acquisition of Neptune
Technology Group Holdings Inc.

Roper also announced that it completed a public offering of 4.2 million shares
of its common stock for gross proceeds of $201.6 million, an offering of 3.75%
senior subordinated convertible notes for gross proceeds of $230.0 million, and
a new $625.0 million senior secured credit facility consisting of a $400.0
million five-year term loan and a $225.0 million three-year revolving credit
facility. The credit facility will initially be priced at LIBOR plus 200 basis
points. The Company had drawn $20.0 million on the revolving credit facility
upon closing of the acquisition of Neptune. The Company has also granted the
underwriters an option to purchase up to 0.6 million of additional shares to
cover over-allotments.

Roper used the proceeds from the common stock offering, together with
borrowings under its new senior secured credit facility, to fund the
acquisition, repay a portion of its existing credit facility and pay related
fees and expenses. Roper used all of the proceeds from the notes offering to
redeem its outstanding senior notes and to repay a portion of its existing
credit facility.

The Company noted that the strength of demand for the convertible notes and
credit facility participation resulted in a reduction in the final credit
facility debt rates and convertible note coupons.

About Roper Industries
Roper Industries is a diversified industrial growth company providing
engineered products and solutions for global niche markets. Additional
information about Roper Industries, including registration for press releases
via email, is available on the Company's website, www.roperind.com.

CONTACT INFORMATION:
Name: Chris Hix
Title: Director of Investor Relations
Phone: +1 (770) 495-5100
E-mail: investor-relations@roperind.com