10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

         SECURITIES EXCHANGE ACT OF 1934

  For the quarterly period ended June 30, 2003

Commission file number 1-5654

EXX INC

(Exact Name of Registrant as Specified in Its Charter)

Nevada	88-0325271
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

1350 East Flamingo Road, Suite 689, Las Vegas, Nevada	89119-5263
(Address or Principal Executive Offices)	(Zip Code)

(702) 598-3223

(Registrant’s Telephone Number, Including Area Code)

NONE

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12B-2 of the Exchange Act).  Yes  ¨  No  x

Number of shares of common stock outstanding as of July 31, 2003: 10,412,307 Class A Shares and 858,093 Class B Shares.

PART 1. FINANCIAL INFORMATION

ITEM 1. EXX INC AND SUBSIDIARIES

  CONSOLIDATED FINANCIAL STATEMENTS

  (In thousands, except share and per share amounts)

A. Consolidated Balance Sheets

	June 30, 2003			December 31, 2002
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,806		$	9,889
Accounts receivable, net		26,564			2,897
Inventories		13,032			2,711
Other current assets		1,859			304
Deferred tax asset		564			564
TOTAL CURRENT ASSETS		47,825			16,365
Property, plant and equipment, net		42,318			1,620
Goodwill		2,056			—
Other non-current assets		2,938			420
TOTALS	$	95,137		$	18,405
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Notes payable and long-term debt, current portion	$	4,798		$	73
Accounts payable and other current liabilities		20,400			4,175
TOTAL CURRENT LIABILITIES		25,198			4,248
LONG-TERM LIABILITIES:
Long-term debt, less current portion		42,348			1,481
Pension liability and other post-retirement benefits		11,446			359
Deferred tax liability		596			596
TOTAL LONG-TERM LIABILITIES		54,390			2,436
Minority interest		94			—
STOCKHOLDERS’ EQUITY
Preferred stock, $.01 par value, authorized 5,000,000 shares, none issued.
Common stock, Class A, $.01 par value, authorized 25,000,000 shares, issued 12,061,607 shares		121			121
Common stock, Class B, $.01 par value, authorized 1,000,000 shares, Issued 874,693 shares and 624,693 shares		8			6
Capital in excess of par value		2,860			2,670
Accumulated other comprehensive loss		(237	)		(237	)
Retained earnings		13,689			10,147
Less treasury stock, 1,649,300 and 1,649,300 shares of Class A common stock and 16,600 and 16,600 shares of Class B common stock, at cost, respectively		(986	)		(986	)
Total stockholders’ equity		15,455			11,721
TOTALS	$	95,137		$	18,405

See notes to consolidated financial statements.

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B. EXX INC AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)

	For the Three-Month Period Ended						For the Six-Month Period Ended
	June 30, 2003			June 30, 2002			June 30, 2003			June 30, 2002
Net sales	$	42,414		$	4,206		$	72,271		$	7,995
Cost of sales		34,282			2,788			58,740			5,395
Gross profit		8,132			1,418			13,531			2,600
Selling, general and administrative expenses		4,139			1,105			7,241			2,182
Operating income		3,993			313			6,290			418
Interest expense		(609	)		(22	)		(981	)		(66	)
Minority interest in income of consolidated subsidiary		(21	)		—			(33	)		—
Other income, net		16			39			108			100
Income before income taxes		3,379			330			5,384			452
Income taxes		(1,156	)		(113	)		(1,842	)		(154	)
Net income	$	2,223		$	217		$	3,542		$	298
Net income per common share
Basic	$	.20		$	.02		$	.32		$	.03
Assuming dilution	$	.18		$	.02		$	.30		$	.03
Weighted average shares outstanding
Basic		11,204,466			11,340,056			11,112,941			11,382,043
Assuming dilution		12,076,074			11,389,863			11,673,013			11,439,027

See notes to consolidated financial statements.

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C. EXX INC AND SUBSIDIARIES

Consolidated Statements of Cash Flow (Unaudited)

(In thousands)

	For the Six-Month Period Ended
	June 30, 2003			June 30, 2002
Cash flows from operating activities
Net income	$	3,542		$	298
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		2,898			110
Common stock issued for services		192			—
Changes in operating assets and liabilities, net		(7,456	)		(905	)
Net cash used in operating activities		(824	)		(497	)
Cash flows from investing activities
Excess of cash acquired net of cash expended in acquisition of company		1,008			—
Acquisition of property and equipment, net		(3,105	)		(25	)
Net cash used in investing activities		(2,097	)		(25	)
Cash flows from financing activities
Net repayments on revolving credit line		(425	)		—
Repayment of term loan		(329	)		—
Repayments on promissory notes/capital leases		(408	)		(33	)
Purchases of treasury stock		—			(103	)
Net cash used in financing activities		(1,162	)		(136	)
Net decrease in cash and cash equivalents		(4,083	)		(658	)
Cash and cash equivalents, beginning of period		9,889			9,622
Cash and cash equivalents, end of period	$	5,806		$	8,964
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	189		$	66
Income taxes	$	175		$	82
Supplemental disclosure of non-cash, investing and financing activities:
Issuance of notes payable for acquisition of property and equipment	$	2,188		$	—

See notes to consolidated financial statements.

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D. EXX INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands, except number of shares and per share amounts)

Note 1:    The unaudited consolidated financial statements of EXX INC (“the Company”) as of June 30, 2003 and 2002 reflect all adjustments which are necessary in the opinion of management for a fair presentation of the results for the periods stated. All adjustments so made are of a normal recurring nature. Certain financial information and footnote disclosure normally included in consolidated financial statements in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The reader is referred to the audited consolidated financial statements and notes thereto included in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002. Results for the three months and six months ended June 30, 2003 are not necessarily indicative of the results to be expected for the full year ended December 31, 2003.

Note 2: Acquisition of Reorganized Newcor, Inc.

On January 31, 2003, a Plan of Reorganization of Newcor, Inc. (“Newcor”) became effective. Under a rights offering to stockholders included as part of Newcor’s Plan of Reorganization, the Company purchased 11,877 shares of common stock of Newcor for a total purchase price of $5,939. The shares purchased by the Company constitute 98.975% of the outstanding common stock of the reorganized Newcor entity and, as a result, Newcor ceased to be a stand-alone public reporting company and became a subsidiary of the Company. The purchase price was established in the Plan of Reorganization, as approved by the creditors, the United States Trustee for the District of Delaware and the United States Bankruptcy Court in the District of Delaware. The source of funds for the Company’s purchase was cash on hand. In addition to the purchase made by the Company, certain former stockholders of Newcor, purchased shares of common stock of Newcor under the rights offering made in connection with the Plan of Reorganization. The former stockholders purchased an aggregate of 123 shares totaling $61, which represented 1.025%, of the aggregate purchase price and are accounted for as a minority interest in the Company’s consolidated financial statements. The primary purpose of the acquisition of Newcor was to expand the Company’s operations. Newcor designs and manufactures precision machine components and assemblies, machine tools and custom rubber and plastic products primarily for the automotive and agricultural vehicle markets. Newcor is also a supplier of standard and specialty machines and equipment systems mainly for the automotive and appliance industries.

The following condensed balance sheet reflects the assets and liabilities of Newcor at their fair market values at January 31, 2003.

	(Unaudited)
Current assets	$	38,203
Property and equipment		37,903
Intangibles and other assets		4,471
Total assets	$	80,577
Current liabilities	$	21,878
Long-term debt		40,215
Pension, post retirement and other liabilities		12,484
Total liabilities	$	74,577

Newcor’s operations are included in the consolidated financial statements of the Company commencing January 31, 2003.

5

Note 2: Acquisition of Reorganized Newcor, Inc. (continued)

The following condensed income statement reflects the results of operations for the three months and six months ended June 30, 2003 and 2002 as if the acquisition of Newcor, occurred on January 1, 2002.

	Three months ended June 30				Six months ended June 30
	2003		2002		2003		2002
Revenue	$	42,414	$	53,620	$	84,287	$	99,174
Net income		2,223		3,326		3,631		4,409
Earnings per share Basic		.20		.29		.33		.39
Assuming dilution		.18		.29		.31		.39

This information is not necessarily indicative of the actual results of operations that would have occurred had the acquisition of Newcor occurred on January 1, 2002.

Note 3: Inventories

Inventories are summarized as follows:

	June 30, 2003		December 31, 2002
Cost and estimated earnings of uncompleted contracts in excess of related billings of $942 at June 30, 2003 and $0 at December 31, 2002	$	841	$	—
Raw materials		4,139		737
Work in process		953		152
Finished goods		7,099		1,822
	$	13,032	$	2,711

Costs and estimated earnings of uncompleted contracts in excess of related billings represents revenue recognized under the percentage of completion method in excess of amounts billed.

Note 4: Notes payable and Long-Term Debt

A summary of debt follows:

	June 30, 2003			December 31, 2002
Revolving credit line	$	1,962		$	—
Term loan, bank, variable interest, due 2008		4,604			—
Notes payable, secured		5,698			771
Capital lease obligations		782			783
Limited obligation revenue bonds, variable interest rate (1.3% for 2003) due 2008		6,100			—
Notes payable, 6% due 2013, unsecured		28,000			—
		47,146			1,554
Less current portion		(4,798	)		(73	)
	$	42,348		$	1,481

6

Note 5:    Earnings per share

The difference between the number of shares used to compute basic net income per share and diluted net income per share relates to additional shares to be issued upon the assumed exercise of stock options, net of shares hypothetically repurchased at the average price with the proceeds of exercise. For the three months ended June 30, 2003 and June 30, 2002, these shares amounted to 871,608 shares and 49,807 shares respectively. For the six months ended June 30, 2003 and June 30, 2002, these shares amounted to 560,072 shares and 56,984 shares respectively.

Note 6:    Grant of Performance Award and stock options

On April 24, 2003, the Board of Directors of the Company approved a Performance Award to David A. Segal, CEO which included the granting of 250,000 shares of Class B common stock and the granting of options to purchase 1,900,000 shares of Class A common stock with an exercise price of $.89 and options to purchase 100,000 shares of Class B common stock with an exercise price of $1.15 Both option grants expire December 31, 2013 and are fully vested and exercisable upon grant. In April, 2003, the Company recorded compensation of approximately $192,000 relating to the Class B common stock issued to the Company CEO. The acts of the Board of Directors were approved by a stockholder vote on May 22, 2003 retroactive to the date of the grants.

The Company accounts for the granting of options under the recognition and measurement principles of Accounting Principles Board No. 25 “Accounting for Stock Issued to Employees”, and related interpretations. No stock-based employee compensation cost is reflected in the net income as the options granted to the CEO had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Financial Accounting Stands Board No. 123 “Accounting for Stock-Based Compensation”, to stock based employee compensation.

	Three Months Ended June 30					Six Months Ended June 30
	2003			2002		2003			2002
Net income, as reported	$	2,223		$	217	$	3,542		$	298
Effect of stock based compensation accounted for under the fair value recognition provisions, net of tax		(772	)		—		(772	)		—
Pro forma net income	$	1,451		$	217	$	2,770		$	298
Earnings per share:
Basic, as reported	$	.20		$	.02	$	.32		$	.03
Basic, pro forma	$	.13		$	.02	$	.25		$	.03
Assuming dilution, as reported	$	.18		$	.02	$	.30		$	.03
Assuming dilution, pro forma	$	.12		$	.02	$	.24		$	.03

Note 7:    Segment Reporting

7

The Company is organized into two business segments: The Mechanical Equipment segment and the Plastics and Rubber segment. The Mechanical Equipment segment produces transmission, power train and engine components and assemblies for the automotive, medium and heavy-duty truck, and agricultural vehicle industries, machine tools as well as electric motors and telecommunications equipment. The Plastics and Rubber segment produces cosmetic and functional seals and boots and functional engine compartment products primarily for the automotive industry and toys.

The accounting policies of the segments are the same as those of the Company. There are no intersegment sales and management does not allocate any corporate expenses to the segments. The Company evaluates the performance of its segments and allocates resources to them based on operating income from continuing operations. Information by operating segment is summarized below:

	Mechanical Equipment		Plastics & Rubber		Corporate			Total
Sales to unaffiliated customers three months ended June 30,
2003	$	32,222	$	10,192	$	—		$	42,414
2002	$	2,129	$	2,077	$	—		$	4,206
Operating income (loss) three months ended June 30,
2003	$	3,366	$	1,405	$	(778	)	$	3,993
2002	$	142	$	291	$	(120	)	$	313
Income (loss) before income taxes three months ended June 30,
2003	$	3,405	$	1,403	$	(1,429	)	$	3,379
2002	$	152	$	271	$	(93	)	$	330
	Mechanical Equipment		Plastics & Rubber		Corporate			Total
Sales to unaffiliated customers six months ended June 30,
2003	$	55,131	$	17,140	$	—		$	72,271
2002	$	3,920	$	4,075	$	—		$	7,995
Operating income (loss) six months ended June 30,
2003	$	5,738	$	2,357	$	(1,805	)	$	6,290
2002	$	74	$	663	$	(319	)	$	418
Income (loss) before income taxes six months ended June 30,
2003	$	5,758	$	2,352	$	(2,726	)	$	5,384
2002	$	104	$	623	$	(275	)	$	452

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ITEM 2. EXX INC AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In thousands, except for per share amounts)

The following management’s discussion and analysis of results of operations and financial condition contains certain forward-looking statements which are covered under the safe harbor provisions of the Private Securities Legislation Reform Act of 1995 with respect to the Company’s future financial performance. Although EXX INC believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be realized. Forward-looking statements involve known and unknown risks which may cause EXX INC’s actual results and corporate developments to differ materially from those expected. Factors that could cause results and developments to differ materially from EXX INC’s expectations include, without limitation, changes in manufacturing and shipment schedules, delays in completing plant construction and acquisitions, new product and technology developments, competition within each business segment, cyclicality of the markets for the products of a major segment, litigation, significant cost variances, the effects of acquisitions and divestitures, and other risks.

A. Results of Operations

Newcor’s operations are included in the consolidated financial statements of the Company commencing January 31, 2003. The results described below are not indicative of true period to period comparisons since the 2003 three month and six month periods include EXX INC for the full period and the Newcor portion only since January 31, while the 2002 three month and six month periods only include the EXX INC operations.

The Company is organized into two business segments, the Mechanical Equipment segment and the Plastics and Rubber segment. The Mechanical Equipment segment produces transmission, power train and engine components and assemblies for the automotive, medium and heavy-duty truck and agricultural vehicle industries, and machine tools, electric motors and telecommunications equipment for those related industries. The Plastics and Rubber segment produces cosmetic and functional seals and boots and functional engine components primarily for the automotive industry and toys.

Sales for the second quarter of 2003 were $42,414 compared to $4,206 in 2002, a 908% increase. The Mechanical Equipment segment reported second quarter sales of $32,222, which were an increase of $30,093 or 1,413% more than the prior year’s $2,129, while the six month sales totaled $55,131 compared to $3,920 a 1,306% increase, both primarily due to the acquisition of Newcor, Inc . The Plastics and Rubber segment second quarter sales reflected an increase of 391% to $10,192 from $2,077 in 2002, while the six month 2003 sales totaled $17,140 compared to $4,075 in 2002, both primarily due to the acquisition of Newcor, Inc. Without the acquisition, sales in the Mechanical Equipment segment increased 19% compared to the prior year’s three month period and 20% compared to the prior year’s six month period, while sales in the Plastic and Rubber segment increased 24% compared to the prior year’s three month period and 16% compared to the prior year’s six month period.

Gross profit for the second quarter 2003 totaled $8,132 compared to $1,418 for the comparable period in 2002, primarily due to the acquisition of Newcor, Inc. For the six month period, 2003 gross profit was $13,531 compared to $2,600 in 2002. Gross profit in the Mechanical Equipment group increased 502% compared to the prior year’s three month period and 832% compared to the prior year’s six month period. The Plastics and Rubber group accounted for a 112% increase in gross profit compared to the prior year’s three month period and 165% compared to the prior year’s six month period. Without the acquisition, gross profit in the Mechanical Equipment segment increased 52% compared to the prior year’s three month period and 50% compared to the prior year’s six month period, while the gross profit in the Plastics and Rubber segment (formerly Toys) increased 33% compared to the prior year’s three month period and 22% compared to the prior year’s six month period. Without the acquisition, on an overall basis, gross profit increased 42% compared to the prior year’s three month period and 33% compared to the prior year’s six month period, due primarily to the Mechanical Equipment segment.

Operating income was $3,993 in the second quarter of 2003 compared to an operating income of $313 during the second quarter of 2002. For the six months, operating income was $6,290 compared to operating income of $418 in 2002. The increase in operating income was primarily the result of the Newcor, Inc. acquisition.

Interest expense was $609, compared to $22 in the corresponding period last year. For the six months, interest expense was $981 compared to $66 for 2002. The increase in the interest expense is the result of the added indebtedness of Newcor, Inc. which increased total debt approximately $45,592 and is listed in Note 4.

9

The net income for the second quarter of 2003 was $2,223 or 20 cents per share basic and 18 cents assuming dilution compared to a net income of $217 or 2 cents per share (basic and assuming dilution) in the comparable period of 2002. On a six months basis, the net income was $3,542 or 32 cents per share basic and 30 cents assuming dilution compared to net income of $298 or 3 cents per share (basic and assuming dilution) for the 2002 period.

B. Liquidity and Capital Resources

For the six months ended June 30, 2003, the Company utilized $824 in operating activities as compared to utilizing $497 in the corresponding period of the preceding year. For the six months ended June 30, 2003, the Company utilized $2,097 in its investment activities, which related to the Newcor Inc. acquisition and the purchase of equipment. In the corresponding period of the preceding year, the Company utilized $25 in its investment activities principally for the purchase of equipment. Cash totaling $1,162 was used for financing activities during the six months ended June 30, 2003 for various repayments of credit lines, term loans and promissory notes compared to $136 used for the six months ended June 30, 2002 principally for the purchase of treasury stock.

At June 30, 2003, the Company had working capital of approximately $22,627 and a current ratio of 1.9 to 1. In addition, as described in Notes to Financial Statements, the Company had $47,146 of debt outstanding. The Company is obtaining its working capital needs through a revolving credit line totaling $18,000 which the Company considers to be more than adequate to handle its current working capital needs.

ITEM 4. Controls and Procedures

As of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer, David A. Segal evaluated the effectiveness of the Company’s disclosure control and procedures. Based on his review, he has concluded that the disclosure controls and procedures in place are effective in all material respects to insure that the information relating to the Company in the reports that it filed under the Securities and Exchange Act of 1934, as amended, is recorded, processed and summarized as and when required.

As regards internal controls, his review did not indicate any significant changes in internal controls or other factors that has materially affected or is reasonably likely to materially affect the registrant’s internal controls over financial reporting. The evaluation process and its results were reported to the EXX INC Audit Committee and to the outside auditors.

PART II. OTHER INFORMATION

ITEM 4. Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of Stockholders was held on May 22, 2003.

(b	)(c)	(1)	The proposal to re-elect the one Class A director, Norman H. Perlmutter, was passed by a vote of 9,854,479 shares in favor and 406,128 shares abstaining.
		(2)	The proposal to re-elect the Class B directors, namely, Jerry Fishman and Frederic Remington, each passed by a vote of 562,196 shares in favor and 44,411 shares abstaining and David A. Segal passed by a vote of 598,396 shares in favor and 8,211 shares abstaining.

10

(3) The proposal to approve the Performance Award to David A. Segal of; (a) 250,000 shares of Class B common stock; (b) options to purchase an aggregate of 1,900,000 shares of the Company’s Class A common stock; and (c) options to purchase 100,000 shares of the Company’s Class B common stock was passed by a vote of 5,651,504 shares in favor, 640,225 shares against and 25,756 shares abstaining.

(4) There were no other proposals made at this meeting.

ITEM 6. Exhibits and Reports on Form 8-K

(a	)	99.1	Certification of Chief Executive Officer and Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
(b	)	99.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(c	)	99.3	Indenture Agreement, Newcor 6% Senior Increasing Rate notes due 2013.

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 thereunto duly authorized.

	EXX Inc
Date: August 7, 2003	/s/    DAVID A. SEGAL
	David A. Segal Chairman of the Board Chief Executive Officer Chief Financial Officer

11

EX-99.1

Exhibit 99.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PERSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, David Segal, Chairman of the Board, Chief Executive Officer, and Chief Financial Officer hereby certify that:

1. I have reviewed this quarterly report on Form 10-Q of EXX INC (the “Registrant”);

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c) Presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, of internal control over financial reporting to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 7, 2003	/s/    DAVID A. SEGAL
	David A. Segal Chairman of the Board Chief Executive Officer Chief Financial Officer

EX-99.2

Exhibit 99.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of EXX INC (the “Company”) on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Segal, Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adapted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 7, 2003	/s/    DAVID A. SEGAL
	David A. Segal Chairman of the Board Chief Executive Officer Chief Financial Officer

EX-99.3

                                                                    Exhibit 99.3

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

                             NEWCOR, INC., as Issuer

                                       and

                            THE SUBSIDIARY GUARANTORS
                                (defined herein)

                    6% SENIOR INCREASING RATE NOTES DUE 2013
                                    INDENTURE

                                   ----------

                          Dated as of January 31, 2003

                                   ----------

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                                     Trustee

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



                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                                    Indenture Section

310(a)(1)...................................................................7.10
(a)(2)......................................................................7.10
(a)(3)......................................................................N.A.
(a)(4)......................................................................N.A.
(a)(5)......................................................................7.10
(i)(b)......................................................................7.10
(ii)(c).....................................................................N.A.
311(a)......................................................................7.11
(b).........................................................................7.11
(iii)(c)....................................................................N.A.
312(a)......................................................................2.05
(b)........................................................................12.03
(iv)(c)....................................................................12.03
313(a)......................................................................7.06
(b)(2)......................................................................7.07
(v)(c)...............................................................7.06; 12.02
(vi)(d).....................................................................7.06
314(a)................................................................403; 12.02
(c)(1).....................................................................12.04
(c)(2).....................................................................12.04
(c)(3)......................................................................N.A.
(vii)(e)...................................................................12.05
(f).........................................................................N.A.
315(a)......................................................................7.01
(b)..................................................................7.05, 12.02
(A)(c)......................................................................7.01
(d).........................................................................7.01
(e).........................................................................6.11
316(a)(last sentence).......................................................2.09
(a)(1)(A)...................................................................6.05
(a)(1)(B)...................................................................6.04
(a)(2)......................................................................N.A.
(b).........................................................................6.07
(B)(c)......................................................................2.12
317(a)(1)...................................................................6.08
(a)(2)......................................................................6.09
(b).........................................................................2.04
318(a).....................................................................12.01
(b).........................................................................N.A.
(c)........................................................................12.01
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE ........................1
   Section 1.01.    Definitions ..............................................1
   Section 1.02.    Other Definitions .......................................12
   Section 1.03.    Trust Indenture Act Definitions .........................13
   Section 1.04.    Rules of Construction ...................................13

ARTICLE II. THE NOTES .......................................................14
   Section 2.01.    Form and Dating .........................................14
   Section 2.02.    Execution and Authentication ............................15
   Section 2.03.    Registrar and Paying Agent ..............................15
   Section 2.04.    Paying Agent to Hold Money in Trust .....................16
   Section 2.05.    Holder Lists ............................................16
   Section 2.06.    Transfer and Exchange ...................................16
   Section 2.07.    Replacement Notes .......................................21
   Section 2.08.    Outstanding Notes .......................................21
   Section 2.09.    Treasury Notes ..........................................22
   Section 2.10.    Temporary Notes .........................................22
   Section 2.11.    Cancellation ............................................22
   Section 2.12.    Defaulted Interest ......................................22

ARTICLE III. REDEMPTION AND PREPAYMENT ......................................23
   Section 3.01.    Notices to Trustee ......................................23
   Section 3.02.    Selection of Notes to be Redeemed .......................23
   Section 3.03.    Notice of Redemption ....................................23
   Section 3.04.    Effect of Notice of Redemption ..........................24
   Section 3.05.    Deposit of Redemption Price .............................24
   Section 3.06.    Notes Redeemed in Part ..................................25
   Section 3.07.    Optional Redemption .....................................25
   Section 3.08.    Mandatory Redemption ....................................25
   Section 3.09.    Offer to Purchase by Application of Excess Proceeds .....26

ARTICLE IV. COVENANTS .......................................................27
   Section 4.01.    Payment of Notes ........................................27
   Section 4.02.    Maintenance of Office or Agency .........................28
   Section 4.03.    Reports .................................................29
   Section 4.04.    Compliance Certificate ..................................29
   Section 4.05.    Taxes ...................................................30
   Section 4.06.    Stay, Extension and Usury Laws ..........................30
   Section 4.07.    Restricted Payments .....................................30
   Section 4.08.    Dividend and Other Payment Restrictions Affecting
                       Subsidiaries .........................................32
   Section 4.09.    Incurrence of Indebtedness and Issuance of Preferred
                       Stock ................................................32



   Section 4.10.    Asset Sales .............................................34
   Section 4.11.    Transactions with Affiliates ............................35
   Section 4.12.    Liens ...................................................35
   Section 4.13.    Line of Business ........................................36
   Section 4.14.    Corporate Existence .....................................36
   Section 4.15.    Limitation on Sale and Leaseback Transactions ...........36
   Section 4.16.    Payments for Consent ....................................36
   Section 4.17.    Additional Subsidiary Guarantees ........................36
   Section 4.18.    Minimum EBITDA ..........................................37

ARTICLE V. SUCCESSORS .......................................................37
   Section 5.01.    Merger, Consolidation, or Sale of Assets ................37
   Section 5.02.    Successor Corporation Substituted .......................37

ARTICLE VI. DEFAULTS AND REMEDIES ...........................................38
   Section 6.01.    Events of Default .......................................38
   Section 6.02.    Acceleration ............................................39
   Section 6.03.    Other Remedies ..........................................40
   Section 6.04.    Waiver of Past Defaults .................................40
   Section 6.05.    Control by Majority .....................................40
   Section 6.06.    Limitation on Suits .....................................41
   Section 6.07.    Rights of Holders of Notes to Receive Payment ...........41
   Section 6.08.    Collection Suit by Trustee ..............................41
   Section 6.09.    Trustee's May File Proofs of Claim ......................41
   Section 6.10.    Priorities ..............................................42
   Section 6.11.    Undertaking for Costs ...................................42

ARTICLE VII. TRUSTEE ........................................................43
   Section 7.01.    Duties of Trustee .......................................43
   Section 7.02.    Rights of Trustee .......................................44
   Section 7.03.    Individual Rights of Trustee ............................44
   Section 7.04.    Trustee's Disclaimer ....................................44
   Section 7.05.    Notice of Defaults ......................................45
   Section 7.06.    Reports by Trustee to Holders of the Notes ..............45
   Section 7.07.    Compensation and Indemnity ..............................45
   Section 7.08.    Replacement of Trustee ..................................46
   Section 7.09.    Successor Trustee by Merger, etc.........................47
   Section 7.10.    Eligibility; Disqualification ...........................47
   Section 7.11.    Preferential Collection of Claims Against Company .......47

ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE ......................47
   Section 8.01.    Option to Effect Legal Defeasance or Covenant
                       Defeasance ...........................................47
   Section 8.02.    Legal Defeasance and Discharge ..........................47
   Section 8.03.    Covenant Defeasance .....................................48
   Section 8.04.    Conditions to Legal or Covenant Defeasance ..............48

                                      -ii-



   Section 8.05.    Deposited Money and Government Securities to be Held in
                       Trust; Other Miscellaneous Provisions ................50
   Section 8.06.    Repayment to Company ....................................50
   Section 8.07.    Reinstatement ...........................................51

ARTICLE IX. AMENDMENT, SUPPLEMENT AND WAIVER ................................51
   Section 9.01.    Without Consent of Holders of Notes .....................51
   Section 9.02.    With Consent of Holders of Notes ........................52
   Section 9.03.    Compliance with Trust Indenture Act .....................53
   Section 9.04.    Revocation and Effect of Consents .......................53
   Section 9.05.    Notation on or Exchange of Notes ........................53
   Section 9.06.    Trustee to Sign Amendments, etc .........................54

ARTICLE X. SUBSIDIARY GUARANTEES ............................................54
   Section 10.01.   Subsidiary Guarantees ...................................54
   Section 10.02.   Limitation on Subsidiary Guarantor Liability ............55
   Section 10.03.   Execution and Delivery of Subsidiary Guarantees .........55
   Section 10.04.   Subsidiary Guarantors May Consolidate, etc.,
                       on Certain Terms .....................................56
   Section 10.05.   Releases Following Sale of Assets .......................57

ARTICLE XI. MISCELLANEOUS ...................................................57
   Section 11.01.   Trust Indenture Act Controls ............................57
   Section 11.02.   Notices .................................................57
   Section 11.03.   Communication by Holders of Notes with Other Holders
                       of Notes .............................................58
   Section 11.04.   Certificate and Opinion as to Conditions Precedent ......59
   Section 11.05.   Statements Required in Certificate or Opinion ...........59
   Section 11.06.   Rules by Trustee and Agents .............................59
   Section 11.07.   No Personal Liability of Directors, Officers, Employees
                       and Stockholders .....................................59
   Section 11.08.   Governing Law ...........................................60
   Section 11.09.   No Adverse Interpretation of Other Agreements ...........60
   Section 11.10.   Successors ..............................................60
   Section 11.11.   Severability ............................................60
   Section 11.12.   Counterpart Originals ...................................60
   Section 11.13.   Table of Contents, Headings, etc.........................60
EXHIBITS
Exhibit A   FORM OF NOTE

                                      -iii-



          INDENTURE dated as of January 31, 2003 among Newcor, Inc., a Delaware
corporation (the "Company"), the Subsidiary Guarantors (as defined herein) and
Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee").

          The Company, the Subsidiary Guarantors and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the 6% Senior Increasing Rate Notes due 2013 (the "Notes"):

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions

          "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

          "Additional Notes" means Notes issued in payment of interest.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person shall be
deemed to be control.

          "Agent" means any Paying Agent or the Registrar.

          "Allowed Capital Expenditures" means for any fiscal year of the
Company (x) all Capital Expenditures actually incurred by the Company and its
Subsidiaries in such fiscal year in an amount not to exceed $5.0 million in the
aggregate (provided, that such amount of Capital Expenditures so permitted to be
incurred shall be increased by an amount equal to the amount of unused Capital
Expenditures so permitted to be incurred for the immediately preceding fiscal
year of the Company (without giving effect to this provision) so long as such
Unused Capital Expenditures are incurred in the first six months of the current
fiscal year), plus (y) in the event of the redemption of at least $10,000,000 in
aggregate principal amount of the Notes, an amount equal to the cash interest
expense that would have been incurred by the Company during the prior fiscal
year and paid in cash in such fiscal year if such Notes had not been redeemed.

          "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Cedel that apply to such transfer or
exchange.



          "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a
sale and leaseback) other than sales of inventory in the ordinary course of
business (provided that the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company and its Subsidiaries taken as
a whole will be governed by the provisions of this Indenture described in
Section 5.01 hereof and not by the provisions of Section 4.10 hereof), and (ii)
the issue or sale by the Company or any of its Subsidiaries of Equity Interests
of any of the Company's Subsidiaries, in the case of either clause (i) or (ii),
whether in a single transaction or a series of related transactions (a) that
have a fair market value in excess of $1,000,000 or (b) for net proceeds in
excess of $1,000,000 Notwithstanding the foregoing, the following items shall
not be deemed to be Asset Sales: (i) a transfer of assets by the Company to a
Wholly Owned Subsidiary or by a Wholly Owned Subsidiary to the Company or to
another Wholly Owned Subsidiary, (ii) an issuance of Equity Interests by a
Wholly Owned Subsidiary to the Company or to another Wholly Owned Subsidiary,
and (iii) a Restricted Payment that is permitted by Section 4.07 hereof.

          "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).

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

          "Board of Directors" means the Board of Directors of the Company, or
any authorized committee of the Board of Directors.

          "Business Day" means any day other than a Legal Holiday.

          "Capital Expenditures" means, for any period, the sum of (a) all cash
expenditures made by the Company or any of its Subsidiaries during such period
for real property, buildings, plant, improvements, equipment, furniture,
fixtures or fixed assets, or for replacements or substitutions therefor or
additions thereto that have been or should be, in accordance with GAAP,
reflected as additions to property, plant or equipment on a consolidated balance
sheet of the Company or any of its Subsidiaries (other than the use of insurance
proceeds for any such expenditure for the replacement of any item listed in this
clause (a)) plus (b) without duplication, the aggregate principal amount of all
Indebtedness assumed or incurred in connection with any such expenditures
(including without limitation Capital Lease Obligations secured by purchase
money liens assumed or incurred in connection with any such expenditures).

          "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

          "Capital Stock" means (1) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or

                                      -2-



other equivalents (however designated) of corporate stock, (iii) in the case of
a partnership or limited liability company, partnership (whether general or
limited) or membership interests and (iv) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person.

          "Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with any domestic commercial bank having capital and surplus in excess of $500
million and a Thompson Bank Watch Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Corporation and in each case
maturing within six months after the date of acquisition, (vi) money market
funds at least 95% of the assets of which constitute Cash Equivalents of the
kinds described in clauses (i)-(v) of this definition, and (vii) with respect to
Investments by Foreign Subsidiaries, the local currency of such Foreign
Subsidiary.

          "Cedel" means Cedel Bank, SA.

          "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act), (ii) the adoption of a plan relating to the liquidation or dissolution of
the Company, (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above) becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 35% of the Voting Stock of the
Company (measured by voting power rather than number of shares), (iv) the
Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company is converted into or exchanged for cash, securities or other property,
other than any such transaction where the Voting Stock of the Company
outstanding immediately prior to such transaction is converted into or exchanged
for Voting Stock (other than Disqualified Stock) of the surviving or transferee
Person constituting a majority of the outstanding shares of such Voting Stock of
such surviving or transferee Person (immediately after giving effect to such
issuance); provided, however, that no Change of Control shall be deemed to have
occurred upon the sale, lease, transfer, assignment, alienation, hypothecation,
encumbrance, pledge, gift, conveyance or other

                                      -3-



disposition by David Segal or EXX, Inc. of their holdings in the Company to any
member of the Segal Group upon the death or adjudicated incompetence of David
Segal.

          "Company" means Newcor, Inc., and any and all successors thereto.

          "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP;
provided that (i) the Net Income (but not loss) of any Person that is not a
Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the referent Person or a Wholly Owned Subsidiary thereof that is a
Guarantor, (ii) the Net Income of any Subsidiary shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by that
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary or its stockholders, (iii) the Net
Income of any Person acquired in a pooling of interest transaction for any
period prior to the date of such acquisition shall be excluded and (iv) the
cumulative effect of a change in accounting principles shall be excluded.

          "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of this Indenture or (ii) was nominated for
election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board at the time of such
nomination or election.

          "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

          "Credit Agreement" means that certain Loan and Security Agreement,
dated as of January 31, 2003, by and among the Company, the Subsidiary
Guarantors and Congress Financial Corporation (Central), providing for revolving
credit borrowings, letters of credit and term Indebtedness, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or refinanced from time to time (including any
agreements, instruments and documents providing for a Permitted Refinancing,
whether by the original lender or a new lender).

          "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

          "Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

          "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof, in the
form of Exhibit A hereto except

                                      -4-



that such Note shall not bear the Global Note Legend and, in the case of
Restricted Definitive Notes, shall bear the Private Placement Legend.

          "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

          "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, at the option of the holder thereof), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature; provided, however, that any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof have the right
to require the Company to repurchase such Capital Stock upon the occurrence of
an Asset Sale shall not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof.

          "EBITDA" means, for any period, the sum (without duplication),
determined as to the Company and its Subsidiaries on a consolidated basis in
accordance with GAAP, of (a) Consolidated Net Income (or net loss), (b) interest
expense, (c) income tax expense, (d) depreciation expense, (e) amortization
expense, (f) other non-cash charges reducing Consolidated Net Income less all
non-cash charges increasing such Consolidated Net Income and (g) extraordinary
or unusual losses deducted in calculating Consolidated Net Income less
extraordinary or unusual gains added in calculating Consolidated Net Income.

          "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

          "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

          "Excess Availability" has the meaning assigned to such term in the
Credit Agreement.

          "Excess Cash Flow" means for each fiscal year, an amount determined
from the annual audited financial statements of the Company and its Subsidiaries
equal to (a) the aggregate of the pre-tax Consolidated Net Income for such
fiscal year, plus (b) depreciation, amortization, paid-in-kind interest and
non-cash charges or expenses of the Company and its Subsidiaries with respect to
goodwill or fixed assets, minus, (c) Allowed Capital Expenditures incurred in
such fiscal year, minus, (d) principal payments on Indebtedness made in such
fiscal year, and minus (e) taxes paid in cash in such fiscal year.

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

                                      -5-



          "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of the Indenture, until such amounts are repaid.

          "Foreign Subsidiary" means any Subsidiary not organized and validly
existing under the laws of the United States or any state thereof or the
District of Columbia.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of this Indenture consistently
applied.

          "Global Notes" means, individually and collectively, each of the
Notes, in the form of Exhibit A hereto issued in accordance with Section 2.01 or
2.06(b)(iv) hereof.

          "Global Note Legend" means the legend set forth in Section 2.06(c),
which is required to be placed on all Global Notes issued under this Indenture.

          "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

          "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.

          "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements; (ii) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates; and (iii) agreements or arrangements designed to protect such Person
against fluctuations in the value of foreign currency.

          "Holder" means a Person in whose name a Note is registered.

          "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
excepting from the foregoing any such balance that constitutes an accrued
expense or trade payable, if and to the extent any of the foregoing (other than
letters of credit and Hedging Obligations) would appear as a liability upon a
balance sheet of such Person prepared in accordance with GAAP, as well as all
Indebtedness of others secured by a Lien on any asset of such Person (whether or
not such Indebtedness is assumed by such Person) and, to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person. The

                                      -6-



amount of any Indebtedness outstanding as of any date shall be (i) the accreted
value thereof, in the case of any Indebtedness issued with original issue
discount, and (ii) the principal amount thereof, together with any interest
thereon that is more than 30 days past due, in the case of any other
Indebtedness.

          "Indenture" means this Indenture, as amended or supplemented from time
to time.

          "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, that is not also a QIB.

          "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Subsidiary of the Company sells or otherwise disposes of
any Equity Interest of any direct or indirect Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no
longer a Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of such Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of Section 4.07 hereof.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

          "Management Agreements" means (i) the Employment Agreement, effective
as of September 3, 2001, between the Company and David Segal, as modified by
that certain Addendum to Employment Agreement, dated as of January 31, 2003,
between the Company and David Segal, (ii) the Employment Agreement dated August
9, 2000 between the Company and James Connor, as modified by that certain
Addendum to Employment Agreement, dated as of January 31, 2003, between the
Company and James Connor, and (iii) the "Change in Control"

                                      -7-



Agreement, dated August 9, 2000 between the Company and James Connor, as
modified by that certain Addendum to Change of Control Agreement, dated as of
January 31, 2003, between the Company and James Connor.

          "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (a) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions), or (b)
the disposition of any securities by such Person or any of its Subsidiaries or
the extinguishment of any Indebtedness of such Person or any of its
Subsidiaries, and (ii) any extraordinary or nonrecurring gain (but not loss),
together with any related provision for taxes on such extraordinary or
nonrecurring gain (but not loss).

          "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements) and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.

          "Non-recourse Debt" means Indebtedness (i) as to which neither the
Company nor any of its Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as guarantor or otherwise),
or (c) constitutes the lender, and (ii) as to which the lenders have been
notified in writing that they will not have any recourse to the stock or assets
of the Company or any of its Subsidiaries.

          "Notes" has the meaning assigned to it in the preamble to this
Indenture, and shall include any Additional Notes.

          "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

          "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President of such Person.

          "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 11.05 hereof.

                                      -8-



          "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
11.05 hereof.

          "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to The Depository Trust Company, shall include
Euroclear and Cedel).

          "Permitted Business" means (a) any business in which the Company and
its Subsidiaries are engaged on the date of the Indenture or any reasonable
extension or expansion of such business and (b) any business similar or related
to the manufacture, design, marketing, distribution or resale of automotive
parts or plastic products, parts, components or assemblies.

          "Permitted Investments" means (a) any Investment in the Company or in
a Wholly Owned Subsidiary of the Company that is a Subsidiary Guarantor; (b) any
Investment in Cash Equivalents; (c) any Investment by the Company or any
Subsidiary of the Company in a Person, if as a result of such investment (i)
such Person becomes a Wholly Owned Subsidiary of the Company and a Subsidiary
Guarantor or (ii) such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Wholly Owned Subsidiary of the Company that is
a Subsidiary Guarantor and that is engaged in a Permitted Business; (d) any
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;
(e) any acquisition of assets solely in exchange for the issuance of Equity
Interests (other than Disqualified Stock) of the Company; and (f) other
Investments in any Person having an aggregate fair market value (measured on the
date each such Investment was made and without giving effect to subsequent
changes in value), when taken together with all other Investments made pursuant
to this clause (f) that are at the time outstanding, not to exceed $5 million.

          "Permitted Liens" means (a) Liens on assets of the Company or any of
its Subsidiaries securing Indebtedness under the Credit Agreement; (b) Liens in
favor of the Company; (c) Liens on property of a Person existing at the time
such Person is merged into or consolidated with the Company or any Subsidiary of
the Company; provided that such Liens were in existence prior to the
contemplation of such merger or consolidation and do not extend to any assets
other than those of the Person merged into or consolidated with the Company; (d)
Liens on property existing at the time of acquisition thereof by the Company or
any Subsidiary of the Company, provided that such Liens were in existence prior
to the contemplation of such acquisition; (e) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business; (f)
Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
clause (iv) of the second paragraph of Section 4.09 hereof covering only the
assets acquired with such Indebtedness; (g) Liens existing on the date of this
Indenture on assets of the Company or any of its Subsidiaries existing on the
date of this Indenture; (h) Liens for taxes, assessments or governmental charges
or claims that are not yet delinquent or that are being contested in good faith
by appropriate proceedings promptly instituted and diligently concluded,
provided that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor; (i) Liens incurred or
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social

                                      -9-



security; (j) easements, rights-of-way, municipal and zoning ordinances and
similar charges, encumbrances, title defects or other irregularities that do not
materially interfere with the ordinary course of business of the Company or any
of the Subsidiaries; (k) Liens encumbering property or assets under construction
arising from progress or partial payments by a customer of the Company or its
Subsidiaries relating to such property or assets; (1) any interest or title of a
lessor in the property subject to any Capitalized Lease or operating lease; (m)
Liens arising from filing Uniform Commercial Code financing statements regarding
leases; (n) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods; (o) Liens encumbering customary initial deposits and
margin deposits, and other Liens that are either within the general parameters
customary in the industry and incurred in the ordinary course of business, in
each case securing Hedging Obligations; (p) Liens arising out of conditional
sale, title retention, consignment or similar arrangements for the sale of goods
entered into by the Company or any of the Subsidiaries in the ordinary course of
business in accordance with the past practices of the Company and the
Subsidiaries prior to the date on which the Notes are issued; (q) Liens incurred
in the ordinary course of business of the Company or any Subsidiary of the
Company with respect to obligations that do not exceed $2.5 million at any one
time outstanding and that (i) are not incurred in connection with the borrowing
of money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business) and (ii) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of business by the Company or such Subsidiary; and (r) so long as no
Event of Default has occurred and is continuing, Liens encumbering real property
of the Company and its Subsidiaries to secure mortgages and similar loans with
respect to real property of the Company and its Subsidiaries.

          "Permitted Refinancing" or "Permitted Refinancing Indebtedness" means
any Indebtedness of the Company or any of its Subsidiaries issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew, replace,
defease or refund other Indebtedness of the Company or any of its Subsidiaries
(other than intercompany Indebtedness); provided that, except with respect to
the Credit Agreement: (i) the principal amount (or accreted value, if
applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount of (or accreted value, if applicable), plus accrued interest
on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus the amount of reasonable expenses incurred in connection
therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity
date on or later than the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity
of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (iii) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes on
terms at least as favorable the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and (iv) such Indebtedness is incurred either by
the Company or by the Subsidiary who is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.

          "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or agency or

                                      -10-



political subdivision thereof (including any subdivision or ongoing business of
any such entity or substantially all of the assets of any such entity,
subdivision or business).

          "Private Placement Legend" means the legend set forth in Section
2.06(e)(ii) to be placed on all Restricted Definitive Notes issued under this
Indenture.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "Regulation S" means Regulation S promulgated under the Securities
Act.

          "Required Holders" means, at any date of determination, the Holder or
Holders of 66 2/3% or more in aggregate principal amount of Notes at the time
outstanding.

          "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

          "Restricted Investment" means any Investment other than a Permitted
Investment.

          "Rule 144" means Rule 144 promulgated under the Securities Act.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Segal Group" means (i) David Segal, (ii) any spouse, parent, sibling
or child of David Segal and (iii) any Person, the sole owners trustees and
beneficiaries, as applicable, of which are the foregoing or which the foregoing
individuals control.

          "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

          "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

                                      -11-



          "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

          "Subsidiary Guarantee" means the Guarantee by each Subsidiary
Guarantor of the Company's payment obligations under this Indenture and the
Notes, executed pursuant to the provisions of this Indenture.

          "Subsidiary Guarantor" means each of (i) the Subsidiaries of the
Company signatory to this Indenture and (ii) any other Subsidiary that executes
a Subsidiary Guarantee in accordance with the provisions of this Indenture, and
their respective successors and assigns.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S)
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

          "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

          "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

          "Voting Agreement" means that certain Voting Agreement dated as of
January 31, 2003 among the Company, EXX, Inc. and David Segal.

          "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

          "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

Section 1.02. Other Definitions

                                      -12-



                                                                      Defined in
                       Term                                            Section
                       ----                                           ----------
"Affiliate Transaction" .................................................4.11
"Asset Sale Offer" ......................................................3.09
"Authentication Order" ..................................................2.02
"Bankruptcy Law" ........................................................4.01
"Covenant Defeasance" ...................................................8.03
"DTC" ...................................................................2.03
"Event of Default" ......................................................6.01
"Excess Proceeds" .......................................................4.10
"incur" .................................................................4.09
"Legal Defeasance" ......................................................8.02
"Loss Year" .............................................................4.18
"Offer Amount" ..........................................................3.09
"Offer Period" ..........................................................3.09
"Paying Agent" ..........................................................2.03
"Payment Default" .......................................................6.01
"Permitted Debt" ........................................................4.09
"Purchase Date" .........................................................3.09
"Registrar" .............................................................2.03
"Restricted Payments" ...................................................4.07
"Second Loss Year" ......................................................4.18

Section 1.03. Trust Indenture Act Definitions. Whenever this Indenture refers to
a provision of the TIA, the provision is incorporated by reference in and made a
part of this Indenture.

          The following TIA terms used in this Indenture have the following
meanings:

          "indenture securities" means the Notes;

          "indenture security Holder" means a Holder of a Note;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor" on the Notes and the Subsidiary Guarantees means the Company
and the Subsidiary Guarantors, respectively, and any successor obligor upon the
Notes and the Subsidiary Guarantees, respectively.

          All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04. Rules of Construction

                                      -13-



          Unless the context otherwise requires:

(1)  an accounting term not otherwise defined has the meaning assigned to it in
     accordance with GAAP;

(2)  words in the singular include the plural, and in the plural include the
     singular;

(3)  provisions apply to successive events and transactions; and

(4)  references to sections of or rules under the Securities Act shall be deemed
     to include substitute, replacement of successor sections or rules adopted
     by the SEC from time to time.

                                   ARTICLE II.
                                    THE NOTES

Section 2.01. Form and Dating

     (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of whole dollars.

          The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Subsidiary Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

     (b) Notes. The Notes shall be originally issued as Global Notes.
Thereafter, beneficial interests in the Global Note may be exchanged for
Restricted Definitive Notes and Unrestricted Definitive Notes. Notes issued in
global form shall be substantially in the form of Exhibit A attached hereto
(including the Global Note Legend thereon. Notes issued in definitive form shall
be substantially in the form of Exhibit A attached hereto (but without the
Global Note Legend thereon and, in the case of Restricted Definitive Notes,
shall bear the Private Placement Legend). Each Note shall represent such of the
outstanding Notes as shall be specified therein and shall represent the
aggregate principal amount of outstanding Notes from time to time as reflected
in the records of the Trustee and that the aggregate principal amount of
outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, transfers, redemptions and the
issuance of Additional Notes. Any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee in the records of the Trustee or the Note Custodian, at the direction of
the Trustee or, in the case of Additional Notes, in accordance with an
Authentication Order delivered by the Company.

     (c) Euroclear and Cedel Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear"

                                      -14-



and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of
Cedel Bank shall be applicable to transfers of beneficial interests in, Global
Notes that are held by Participants through Euroclear or Cedel Bank.

Section 2.02. Execution and Authentication

          Two duly authorized Officers shall sign the Notes for the Company by
manual or facsimile signature.

          If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

          A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

          The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes.
Thereafter, and from time to time after receipt of a supplemental Authentication
Order, the Trustee and the Company shall notify the Depository of an increase or
decrease in the amount of the Global Note and record the amount of any increase
in the aggregate principal amount of the Global Note to reflect the issuance of
any Additional Notes. The aggregate principal amount of Notes outstanding at any
time may not exceed such amount except as provided in Section 2.07 hereof.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03. Registrar and Paying Agent

          The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange
as well as the issuance of Additional Notes. The Company may appoint the
Registrar and one or more additional paying agents. The term "Paying Agent"
includes any additional paying agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. Neither the Company nor any of its
Subsidiaries may act as Paying Agent or Registrar.

          The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to any Global Notes that may be issued hereunder.

                                      -15-



          The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes.

Section 2.04. Paying Agent to Hold Money in Trust

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent shall have no further liability for the money. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.

Section 2.05. Holder Lists

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA (S) 312. If the Trustee is not
the Registrar, the Company shall furnish to the Trustee at least seven Business
Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders of Notes and
the Company shall otherwise comply with TIA (S) 312(a).

Section 2.06. Transfer and Exchange

          (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary. All Global Notes will be exchanged by the
Company for Unrestricted Definitive Notes if (i) the Company delivers to the
Trustee notice from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company determines that the Global Notes (in whole but not in part)
should be exchanged for Unrestricted Definitive Notes and Restricted Definitive
Notes and delivers a written notice to such effect to the Trustee. Upon the
occurrence of either of the preceding events in (i) or (ii) above, Unrestricted
Definitive Notes and/or Restricted Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. In addition, upon the request of a holder of a beneficial interest
in a Global Note, made to the Trustee or the Company, such holder's beneficial
interest in a Global Note may be exchanged for a Definitive Note. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in

                                      -16-



this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b) hereof.

     (b) Transfer and Exchange of Definitive Notes and Beneficial Interests in
the Global Notes. The transfer and exchange of beneficial interests in the
Global Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures.

          (i) Beneficial Interests in Global Notes to Unrestricted Definitive
     Notes. If any holder of a beneficial interest in a Global Note proposes to
     exchange such beneficial interest for an Unrestricted Definitive Note or to
     transfer such beneficial interest to a Person who takes delivery thereof in
     the form of an Unrestricted Definitive Note, then, upon satisfaction of the
     conditions set forth in Section 2.06(b)(iii) hereof, the Trustee shall
     cause the aggregate principal amount of the Global Note to be reduced
     accordingly pursuant to Section 2.06(d) hereof, and the Company shall
     execute and the Trustee shall authenticate and deliver to the Person
     designated in the instructions an Unrestricted Definitive Note in the
     appropriate principal amount. Any Unrestricted Definitive Note issued in
     exchange for a beneficial interest pursuant to this Section 2.06(b)(i)
     shall be registered in such name or names and in such authorized
     denomination or denominations as the holder of such beneficial interest
     shall instruct the Registrar through instructions from the Depositary and
     the Participant or Indirect Participant. The Trustee shall deliver such
     Unrestricted Definitive Notes to the Persons in whose names such Notes are
     so registered.

          (ii) Unrestricted Definitive Notes to Beneficial Interests in Global
     Notes. A Holder of an Unrestricted Definitive Note may exchange such Note
     for a beneficial interest in a Global Note or transfer such Unrestricted
     Definitive Notes to a Person who takes delivery thereof in the form of a
     beneficial interest in Global Note at any time. Upon receipt of a request
     for such an exchange or transfer, the Trustee shall cancel the applicable
     Unrestricted Definitive Note and increase or cause to be increased the
     aggregate principal amount of the Global Note.

          (iii) Transfer and Exchange of Unrestricted Definitive Notes for
     Unrestricted Definitive Notes. Upon request by a Holder of Unrestricted
     Definitive Notes and such Holder's compliance with the provisions of this
     Section 2.06(b)(iii), the Registrar shall register the transfer or exchange
     of Unrestricted Definitive Notes. Prior to such registration of transfer or
     exchange, the requesting Holder shall present or surrender to the Registrar
     the Unrestricted Definitive Notes duly endorsed or accompanied by a written
     instruction of transfer in form satisfactory to the Registrar duly executed
     by such Holder or by his attorney, duly authorized in writing. In addition,
     the requesting Holder shall provide any additional certifications,
     documents and information, as applicable, required pursuant to the
     provisions of this Section 2.06(b).

          (iv) Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar received the following:

                                      -17-



               (A) if the transfer will be made pursuant to Rule 144A under the
     Securities Act, then the transferor must deliver a certificate in the form
     of Exhibit D hereto, including the certifications in item(1) thereof,

               (B) if the transfer will be made pursuant to Rule 903 or Rule
     904, then the transferor must deliver a certificate in the form of Exhibit
     D hereto, including the certificates in item (2); and

               (C) if the transfer will be made pursuant to any other exemption
     from the registration requirements of the Securities Act, the transferor
     must deliver a certificate in the form of Exhibit D hereto, including the
     certifications, certificates and Opinion of Counsel required by item (3)
     thereof, if applicable.

          (v) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     deliver thereof in the form of an Unrestricted Definitive Note if:

               (1)  if the Holder of such Restricted Definitive Notes proposed
                    to exchange such Notes for an Unrestricted Definitive Note,
                    a certificate from such Holder in the form of Exhibit E
                    hereto, including the certifications in item (1)(d) thereof;

               (2)  if the Holder of such Restricted Definitive Notes proposes
                    to transfer such Notes to a Person who shall take delivery
                    thereof in the form of an Unrestricted Definitive Note, a
                    certificate from such Holder in the form of Exhibit D
                    hereto, including the certifications in item (4) thereof;

     and, in each such case set forth in this subparagraph (v), if the Registrar
     so requests, an Opinion of Counsel in form reasonably acceptable to the
     Company to the effect that such exchange or transfer is in compliance with
     the Securities Act and the restrictions on transfer contained herein and in
     the Private Placement Legend are no longer required in order to maintain
     compliance with the Securities Act.

     (c) Legends. (i) The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

     THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
     TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE
     FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
     NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND
     NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A
     WHOLE BY DTC TO A NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
     CIRCUMSTANCES.

                                      -18-



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
     TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
     PAYMENT, ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
     IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
     (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
     REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
     OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
     SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          (ii) Each Restricted Definitive Note (and all Notes issued in exchange
     therefor or substitution thereof) shall bear the legend in substantially
     the following form.

          "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
     PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
     ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
     SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
     HOLDER:

          (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
     DEFINED IN RULE 144A UNDER THE ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS
     NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
     ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
     501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT (AN "IAI"),

          (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
     EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM
     THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
     FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
     144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
     OR 904 OF THE ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
     144 UNDER THE ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES
     THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
     AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE
     OBTAINED FROM THE TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE
     COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE ACT, (F) IN ACCORDANCE
     WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT (AND
     BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT
     TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
     WITH THE APPLICABLE

                                      -19-



     SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
     JURISDICTION AND

          (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
     INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
     LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED
     STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER
     THE ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE
     TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."

     (d) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a Global Note have been exchanged for Definitive Notes
or a Global Note has been redeemed, repurchased or canceled in whole and not in
part, each such Global Note shall be returned to or retained and canceled by the
Trustee in accordance with Section 2.11 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and such reduction shall be noted in the records of the Trustee or
by the Depositary at the direction of the Trustee to reflect such reduction.

     (e) General Provisions Relating to Transfers and Exchanges

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon the Company's order or at the Registrar's request.

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 3.09, 4.10 and 9.05 hereof).

          (iii) The Registrar shall not be required to register the transfer of
     or exchange any Note selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part.

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

          (v) The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days before the day of any selection of Notes for
     redemption under Section 3.02 hereof and

                                      -20-



     ending at the close of business on the day of selection, (B) to register
     the transfer of or to exchange any Note so selected for redemption in whole
     or in part, except the unredeemed portion of any Note being redeemed in
     part or (C) to register the transfer of or to exchange a Note between a
     record date and the next succeeding Interest Payment Date.

          (vi) Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of and interest on
     such Notes and for all other purposes, and none of the Trustee, any Agent
     or the Company shall be affected by notice to the contrary.

          (vii) The Trustee shall authenticate Global Notes and Definitive Notes
     in accordance with the provisions of Section 2.02 hereof.

Section 2.07. Replacement Notes

          If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

          Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes

          The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

          If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

                                      -21-



          If the Paying Agent holds, on a redemption date or maturity date,
money sufficient to pay Notes payable on that date, then on and after that date
such Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.09. Treasury Notes

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10. Temporary Notes

          Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

          Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11. Cancellation

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

Section 2.12. Defaulted Interest

          If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. 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. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a

                                      -22-



notice that states the special record date, the related payment date and the
amount of such interest to be paid.

                                  ARTICLE III.
                            REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof or if the Company is required to
redeem the Notes pursuant to Section 3.08 hereof, it shall furnish to the
Trustee, at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed, (iv) the redemption price, and (v) in the case
of a redemption pursuant to Section 3.08 hereof, a calculation of Excess Cash
Flow and Excess Availability.

Section 3.02. Selection of Notes to be Redeemed

          If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

          The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1 or whole multiples of $1; except that
if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1, shall be
redeemed. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.

Section 3.03. Notice of Redemption

          Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

     (a) the redemption date;

     (b) the redemption price;

                                      -23-



     (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

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

     (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f) that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

     (g) the paragraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

     (h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Notes.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.04. Effect of Notice of Redemption

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05. Deposit of Redemption Price

          One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

          If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful

                                      -24-



on any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part

          Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

Section 3.07. Optional Redemption

     (a) The Notes will be subject to redemption at any time at the option of
the Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to 100% of the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest thereon to the applicable
redemption date.

     (b) Notwithstanding the foregoing, and subject to Section 9.02 hereof, (i)
from the date hereof to and including July 31, 2004, the Company may, with the
consent of the Required Holders, redeem all but not less than all of the Notes
at a redemption price of at least 75% of the principal amount thereof, plus
accrued and unpaid interest thereon through and including the redemption date;
and (ii) from August 1, 2004 to and including July 31, 2005, the Company may
redeem all but not less than all of the Notes at a redemption price of at least
85% of the principal amount thereof, plus accrued and unpaid interest thereon
through and including the redemption date.

     (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08. Mandatory Redemption

     (a) In the event that the Company and its Subsidiaries shall have Excess
Cash Flow during any fiscal year of the Company (commencing with the fiscal year
ending December 31, 2003), the Company shall within 90 days following the end of
each fiscal year issue a notice of redemption and, thereafter, within 30 days of
such notice, redeem at a redemption price equal to 100% of the aggregate
principal amount of Notes selected for redemption, an amount of Notes having an
aggregate principal amount equal to (i) fifty (50%) percent of the first
$4,000,000 of such Excess Cash Flow for such fiscal year plus (ii) 75% of such
Excess Cash Flow in excess of $4,000,000, in each case, provided that Excess
Availability under the Credit Agreement shall be in excess of $3,000,000 after
giving effect to such redemption and, provided further that, notwithstanding the
foregoing clause (i) if at the time notice of redemption is given hereunder and
after giving effect to the redemption, there is Excess Availability under the
Credit Agreement of at least $9,000,000, then the Company shall redeem an amount
of Notes having an aggregate principal amount equal to 75% of such Excess Cash
Flow.

     (b) Any redemption made pursuant to this Section 3.08 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 hereof.

                                      -25-



Section 3.09. Offer to Purchase by Application of Excess Proceeds

          In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

          The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

          If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

          Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders. The notice
shall contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be
made to all Holders. The notice, which shall govern the terms of the Asset Sale
Offer, shall state:

     (a) that the Asset Sale Offer is being made pursuant to this Section 3.09
and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain
open;

     (b) the Offer Amount, the purchase price and the Purchase Date;

     (c) that any Note not tendered or accepted for payment shall continue to
accrete or accrue interest;

     (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or
accrue interest after the Purchase Date;

     (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may only elect to have all of such Note purchased and may not elect
to have only a portion of such Note purchased;

     (f) that Holders electing to have a Note purchased pursuant to any Asset
Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

                                      -26-



     (g) that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

     (h) that, if the aggregate principal amount of Notes surrendered by Holders
exceeds the Offer Amount, the Company shall select the Notes to be purchased on
a pro rata basis (with such adjustments as may be deemed appropriate by the
Company so that only Notes in denominations of $1, or integral multiples
thereof, shall be purchased); and

     (i) that Holders whose Notes were purchased only in part shall be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered (or transferred by book-entry transfer).

          On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

          Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE IV.
                                    COVENANTS

Section 4.01. Payment of Notes

          The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due; provided, however, that
with respect to payments of interest due on no more than 10 Interest Payment
Dates, if there has not been a Change of Control and (A) after giving effect to
the payment in cash of interest on any Interest Payment Date, Excess
Availability under the Credit Agreement would be $3,000,000 or less or

                                      -27-



(B) the Company is unable and will be unable to make a cash interest payment on
the relevant Interest Payment Date without receiving an increase in the
aggregate amount outstanding of the commitments made by the lenders party to the
Credit Agreement, then, at the discretion of the Company, the Company may elect,
by delivery of a supplemental Authentication Order no later than thirty (30)
days prior to the relevant Interest Payment Date to pay interest in Additional
Notes in lieu of cash.

          If the Company is eligible and elects to pay interest in the form of
Additional Notes, the Company shall deliver to the Holder at least thirty (30)
days prior to the relevant Interest Payment Date, notice, in the form of a
supplemental Authentication Order, stating (i) that the Company has elected to
pay interest in the form of Additional Notes and the amount of interest to be
paid in cash for each $1,000 in aggregate principal amount of Notes outstanding
and the amount of Additional Notes to be authenticated in lieu of cash payments;
(ii) the amount of interest payable per $1,000 aggregate principal amount of
Notes, (iii) the date(s) on which such interest is due and (iv) and certifying
that (A) if such interest were paid in cash on such Interest Payment Date,
Excess Availability after giving effect to such payment would be $3,000,000 or
less or (B) the Company is unable and will be unable to make a cash interest
payment on the relevant Interest Payment Date without receiving an increased
commitment under the Credit Agreement. No Additional Notes shall be issued in
denominations of less than $1. Instead of issuing Additional Notes in
denominations of less than $1, any issuance of Additional Notes shall reflect a
rounding to the nearest whole dollar (up or down) with half dollars being
rounded down. Notwithstanding the foregoing, the Company shall not be entitled
to pay interest on the Notes in the form of Additional Notes on more than ten
(10) Interest Payment Dates or if there has been a Change of Control.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.02. Maintenance of Office or Agency

          The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

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

                                      -28-



agency in the Borough of Manhattan, the City of New York for such purposes. The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

          The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

Section 4.03. Reports

     (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes (i) all quarterly and annual financial information that would be required
to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company
were required to file such forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" that describes the
financial condition and results of operations of the Company and its
consolidated Subsidiaries and, with respect to the annual information only, a
report thereon by the Company's certified independent accountants and (ii) all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports, in each case, within the time
periods specified in the SEC's rules and regulations. The Company shall at all
times comply with TIA (S)314(a).

     (b) For so long as any Notes remain outstanding, the Company and the
Subsidiary Guarantors shall furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04. Compliance Certificate

     (a) The Company and each Subsidiary Guarantor shall deliver to the Trustee,
within 90 days after the end of each fiscal year, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's

                                      -29-



independent public accountants (who shall be Plante & Moran or a firm of
comparable or superior reputation) that in making the examination necessary for
certification of such financial statements, nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Article IV or Article V hereof or, if any such violation has occurred,
specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.

     (c) The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

Section 4.05. Taxes

          The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws

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

Section 4.07. Restricted Payments

          The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly: (i) declare or pay any dividend or make any other
payment or distribution on account of the Company's or any of its Subsidiaries'
Equity Interests (including, without limitation, any payment in connection with
any merger or consolidation involving the Company or any of its Subsidiaries) or
to the direct or indirect holders of the Company's or any of its Subsidiaries'
Equity Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of the
Company or dividends or distributions payable to the Company or a Subsidiary of
the Company); or (ii) purchase, redeem or otherwise acquire or retire for value
(including without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company. In addition, the
Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, (i) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes, except a scheduled payment of interest or

                                      -30-



principal at Stated Maturity; or (ii) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) and (ii) above being
collectively referred to as "Restricted Payments"), unless, at the time of and
after giving effect to such Restricted Payment:

     (a) no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof; and

     (b) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Subsidiaries after the
date of this Indenture is less than the sum, without duplication, of (i) 50% of
the Consolidated Net Income of the Company for the period (taken as one
accounting period) from the beginning of the first fiscal quarter commencing
after the date of this Indenture to the end of the Company's most recently ended
fiscal quarter for which internal financial statements are available at the time
of such Restricted Payment (or, if such Consolidated Net Income for such period
is a deficit, less 100% of such deficit), plus (ii) 100% of the aggregate net
cash proceeds received by the Company since the date of this Indenture as a
contribution to its common equity capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified Stock) or from the issue or
sale of Disqualified Stock or debt securities of the Company that have been
converted into such Equity Interests (other than Equity Interests (or
Disqualified Stock or convertible debt securities) sold to a Subsidiary of the
Company), plus (iii) to the extent that any Restricted Investment that was made
after the date of this Indenture is sold for cash or otherwise liquidated or
repaid for cash, the lesser of (A) the cash return of capital with respect to
such Restricted Investment (less the cost of disposition, if any) and (B) the
initial amount of such Restricted Investment.

          The foregoing provisions shall not prohibit (i) the redemption,
repurchase, retirement, defeasance or other acquisition of any subordinated
Indebtedness of the Company in exchange for, or out of the net cash proceeds of
the substantially concurrent sale (other than to a Subsidiary of the Company)
of, Equity Interests of the Company (other than any Disqualified Stock);
provided that the amount of any such net cash proceeds that are utilized for any
such redemption, repurchase, retirement, defeasance or other acquisition shall
be excluded from clause (c)(ii) of the preceding paragraph; (ii) the defeasance,
redemption, repurchase or other acquisition of subordinated Indebtedness with
the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;
(iii) the payment of any dividend by a Subsidiary of the Company to the holders
of its common Equity Interests on a pro rata basis; (iv) Investments in
securities not constituting cash or Cash Equivalents and received in connection
with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any
other disposition of assets not constituting an Asset Sale by reason of the
threshold contained in the definition thereof[; and (v) such payments as are
required to be made by the Company or any of its Subsidiaries pursuant to that
certain Tax Sharing Agreement dated as of January 31, 2003 among EXX, Inc. the
Company and the Subsidiaries named therein, as in effect on the date hereof.

          The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined by the Board
of Directors whose resolution with respect thereto shall be delivered to the
Trustee, such determination to be based upon an opinion or appraisal issued by
an

                                      -31-



accounting, appraisal or investment banking firm of national standing if such
fair market value exceeds $250,000. Not later than five Business Days after
making any Restricted Payment, the Company shall deliver to the Trustee an
Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section
4.07 were computed, together with a copy of any fairness opinion or appraisal
required by this Indenture.

Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries

          The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Subsidiary
to (a)(i) pay dividends or make any other distributions to the Company or any of
its Subsidiaries (A) on its Capital Stock or (B) with respect to any other
interest or participation in, or measured by, its profits or (ii) pay any
indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or
advances to the Company or any of its Subsidiaries or (c) transfer any of its
properties or assets to the Company or any of its Subsidiaries. However, the
foregoing restrictions will not apply to encumbrances or restrictions existing
under or by reasons of (i) Existing Indebtedness as in effect on the date
hereof, (ii) the Credit Agreement as in effect on the date hereof and any
amendments, modifications, restatements, or Permitted Refinancings thereof,
provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements and refinancings are no more restrictive,
taken as a whole, with respect to such dividend and other payment restrictions
than those contained in the Credit Agreement as of the date hereof, (iii) this
Indenture and the Notes, (iv) applicable law, (v) any instrument governing
Indebtedness or Capital Stock of a Person acquired by the Company or any of its
Subsidiaries as in effect at the time of such acquisition (except to the extent
such Indebtedness was incurred in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that in the case of
Indebtedness, such Indebtedness is permitted by the terms of this Indenture to
be incurred, (vi) customary non-assignment provisions in leases entered into in
the ordinary course of business and consistent with past practices, (vii)
purchase money obligations for property acquired in the ordinary course of
business that impose restrictions of the nature described in clause (c) above on
the property so acquired, (viii) any agreement for the sale of a Subsidiary that
restricts distributions by that Subsidiary pending its sale, (ix) Permitted
Refinancing Indebtedness, provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are no more
restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced, (x) secured Indebtedness otherwise permitted
to be incurred pursuant to the provisions of Section 4.12 hereof that limit the
right of the debtor to dispose of the assets securing such Indebtedness, (xi)
provisions with respect to the disposition or distribution of assets or property
in an Asset Sale (or in a transaction which, but for its size, would be an Asset
Sale), or in joint venture agreements and other similar agreements entered into
in the ordinary course of business and (xii) restrictions on cash or other
deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business.

Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock

                                      -32-



          The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt) and the
Company shall not issue any Disqualified Stock and shall not permit any of its
Subsidiaries to issue any shares of preferred stock.

          The provisions of the first paragraph of this Section 4.09 shall not
apply to the incurrence of any of the following items of Indebtedness
(collectively, "Permitted Debt"):

          (i) the incurrence by the Company and the Subsidiary Guarantors of
     term loan and revolving credit Indebtedness and letters of credit pursuant
     to the Credit Agreement and all Permitted Refinancing Indebtedness incurred
     to refund, refinance or replace any Indebtedness incurred pursuant to this
     clause (i);

          (ii) the incurrence by the Company and the Subsidiary Guarantors of
     the Existing Indebtedness (including Indebtedness for letters of credit
     relating to Existing Indebtedness);

          (iii) the incurrence by the Company of Indebtedness represented by the
     Notes and the incurrence by the Subsidiary Guarantors of the Subsidiary
     Guarantees;

          (iv) the incurrence by the Company or the Subsidiary Guarantors of
     Indebtedness represented by Capital Lease Obligations, mortgage financing
     or purchase money obligations;

          (v) the incurrence by the Company or any of its Subsidiaries of
     Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
     which are used to refund, refinance or replace Indebtedness (other than
     intercompany Indebtedness) that was permitted by this Indenture to be
     incurred pursuant to clause (ii) or (iii) of this paragraph;

          (vi) the incurrence by the Company or any of the Subsidiary Guarantors
     of intercompany indebtedness between or among the Company and any of the
     Subsidiary Guarantors; provided, however, that (a) if the Company is the
     obligor on such Indebtedness, such Indebtedness is expressly subordinated
     to the prior payment in full in cash of all Obligations then due with
     respect to the Notes, (b) (A) any subsequent issuance or transfer of Equity
     Interest that results in any such Indebtedness being held by a Person other
     than the Company or a Subsidiary Guarantor and (B) any sale or other
     transfer of any such Indebtedness to a Person that is not either the
     Company or a Subsidiary Guarantor shall be deemed, in each case, to
     constitute an incurrence of such Indebtedness by the Company or such
     Subsidiary Guarantor, as the case may be, that was not permitted by this
     clause (vi), and (c) no Subsidiary shall incur Indebtedness owing to the
     Company unless such Indebtedness pursuant to this clause (c) is
     subordinated in right of payment to the Notes and has a final maturity date
     later than the final maturity date of the Notes;

          (vii) the incurrence by the Company or any of its Subsidiaries of
     Hedging Obligations that are incurred for the purpose of fixing or hedging
     (a) interest rate risk

                                      -33-



     with respect to any floating rate Indebtedness that is permitted by the
     terms of this Indenture to be outstanding; (b) the value of foreign
     currencies purchased or received by Company in the ordinary course of
     business; or (c) commodities purchased in the ordinary course of business
     for use in a Permitted Business and not for speculation;

          (viii) the guarantee by the Company or any of the Subsidiary
     Guarantors of Indebtedness of the Company or a Subsidiary Guarantor that
     was permitted to be incurred by another provision of this Section 4.09;

          (ix) the incurrence by the Company or any of its Subsidiaries of
     Indebtedness incurred in respect of performance, surety and similar bonds
     provided by the Company and the Subsidiaries in the ordinary course of
     business, and refinancings thereof,

          (x) the incurrence by the Company or any of its Subsidiaries of
     Indebtedness for letters of credit relating to workers' compensation claims
     and self-insurance or similar requirements in the ordinary course of
     business; and

          (xi) the incurrence by the Company or any of its Subsidiaries of
     Indebtedness arising from guarantees of Indebtedness of the Company or any
     Subsidiary or other agreements of the Company or a Subsidiary providing for
     indemnification, adjustment of purchase price or similar obligations, in
     each case, incurred or assumed in connection with the disposition of any
     business, assets or Subsidiary, other than guarantees of Indebtedness
     incurred by any person acquiring all or any portion of such business,
     assets or Subsidiary for the purpose of financing such acquisition,
     provided that the maximum aggregate liability in respect of all such
     indebtedness shall at no time exceed the gross proceeds actually received
     by the Company and its Subsidiaries in connection with such disposition.

          For purposes of determining compliance with this Section 4.09, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xi) above or is
entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company shall, in its sole discretion, classify such item of Indebtedness in
any manner that complies with this Section 4.09.

Section 4.10. Asset Sales

     (a) The Company shall not, and shall not permit any of its Subsidiaries to,
consummate an Asset Sale unless the Company (or the Subsidiary, as the case may
be) receives consideration at the time of such Asset Sale at least equal to the
fair market value (evidenced by a resolution of the Board of Directors set forth
in an officers' certificate delivered to the Trustee) of the assets or Equity
Interests issued or sold or otherwise disposed of.

          In the event that the Company consummates an Asset Sale involving all
or substantially all of the assets of the Company and its Subsidiaries (a
"Company Sale"), within 30 days after the receipt of the proceeds of such Asset
Sale, the Company shall make an offer (pro rata in proportion to the principal
amount (or accreted value, if applicable) outstanding in respect of any assets
sale offer required by the terms of any pari passu Indebtedness incurred in
accordance with the Indenture) to all Holders of Notes (an "Asset Sale Offer")
to purchase the

                                      -34-



maximum principal amount of Notes that may be purchased out of the proceeds of
such Asset Sale, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued-and unpaid interest to the date of
purchase, in accordance with the procedures set forth herein. To the extent that
any proceeds remain after consummation of an Asset Sale Offer, the Company may
use such proceeds for any purpose not otherwise prohibited by this Indenture. If
the aggregate principal amount of Notes tendered into such Asset Sale Offer
surrendered by Holders thereof (and any pari passu Indebtedness, as aforesaid)
exceeds the amount of the proceeds of such Asset Sale, the Trustee shall select
the Notes to be purchased on a pro rata basis. Notwithstanding anything to the
contrary provided herein, in the event of an Asset Sale that is not a Company
Sale, the Company may use the proceeds from such sale to (a) make an Asset Sale
Offer, (b) repurchase Notes in open market transactions and/or (c) invest in
Permitted Businesses.

Section 4.11. Transactions with Affiliates

     (a) The Company shall not, and shall not permit any of its Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each of the
foregoing, an "Affiliate Transaction"), unless (a) such Affiliate Transaction is
on terms that are no less favorable to the Company or the relevant Subsidiary
than those that would have been obtained in a comparable transaction by the
Company or such Subsidiary with an unrelated Person and (b) the Company delivers
to the Trustee (i) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of
$300,000, a resolution of the Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause (a)
above and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors. Notwithstanding the foregoing,
the aggregate consideration for all Affiliate Transactions in any fiscal year
shall not exceed $1,000,000. The following items shall not be deemed to be
Affiliate Transactions: (i) any employment agreement (other than a Management
Agreement or other agreement with a party to a management agreement) entered
into by the Company or any of its Subsidiaries in the ordinary course of
business and consistent with the past practice of the Company or such
Subsidiary, (ii) transactions between or among the Company and/or its
Subsidiaries, (iii) payment of reasonable directors' fees to Persons who are not
otherwise Affiliates of the Company, (iv) Restricted Payments that are permitted
by the provisions of Section 4.07 hereof and (v) provision of officers' and
directors' indemnification and insurance in the ordinary course of business to
the extent permitted by applicable law.

     (b) The Company shall not amend, supplement, terminate or otherwise modify
any Management Agreement.

Section 4.12. Liens

          The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly create, incur, assume or suffer to exist any Lien
securing Indebtedness or trade payables on any asset now owned or hereafter
acquired, or any income or profits therefrom or assign or convey any right to
receive income therefrom, except Permitted Liens.

                                      -35-



Section 4.13. Line of Business

          The Company shall not, and shall not permit any of its Subsidiaries
to, engage in any business other than Permitted Businesses, except to such
extent as would not be material to the Company and its Subsidiaries taken as a
whole.

Section 4.14. Corporate Existence

          Subject to Article V hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

Section 4.15. Limitation on Sale and Leaseback Transactions

          The Company shall not, and shall not permit any of its Subsidiaries
to, enter into any sale and leaseback transaction; provided that the Company may
enter into a sale and leaseback transaction if (i) the Company could have
incurred a Lien to secure such Indebtedness pursuant to the provisions of
Section 4.12 hereof, (ii) the gross cash proceeds of such sale and leaseback
transaction are at least equal to the fair market value (as determined in good
faith by the Board of Directors and set forth in an Officers' Certificate
delivered to the Trustee) of the property that is the subject of such sale and
leaseback transaction and (iii) the transfer of assets in such sale and
leaseback transaction is permitted by, and the Company applies the proceeds of
such transaction in compliance with, Section 4.10 hereof.

Section 4.16. Payments for Consent

          Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of the
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.17. Additional Subsidiary Guarantees

          If the Company or any of its Subsidiaries shall acquire or create
another Subsidiary, then such newly acquired or created Subsidiary shall become
a Subsidiary Guarantor and execute a Supplemental Indenture and deliver an
Opinion of Counsel, in accordance with the terms of this Indenture; provided,
that such Subsidiary shall not be required to issue a Subsidiary Guarantee if
such Subsidiary is a Foreign Subsidiary and such Foreign Subsidiary has not

                                      -36-



guaranteed and does not guarantee any other Indebtedness of the Company or any
other Subsidiary of the Company.

Section 4.18. Minimum EBITDA

          In the event EBITDA is less than $0 for any four consecutive fiscal
quarters of the Company (any such period, a "Loss Year"), the holders of a
majority in aggregate principal amount of the Notes then outstanding shall be
entitled to exercise their rights under the Voting Agreement. In the event that
a Loss Year immediately follows the conclusion of the first Loss Year (a "Second
Loss Year") and/or a Loss Year immediately follows the Second Loss Year, the
holders of a majority in aggregate principal amount of the Notes then
outstanding shall be entitled to exercise their rights under the Voting
Agreement. Upon becoming aware of the occurrence of a Loss Year and in any event
within 45 days after the occurrence of a Loss Year which ends at the end of one
of the first three fiscal quarters of a fiscal year or 90 days after the
occurrence of a Loss Year which ends at the end of the last fiscal quarter of a
fiscal year, the Company shall provide written notice thereof to the Trustee.

                                   ARTICLE V.
                                   SUCCESSORS

Section 5.01. Merger, Consolidation, or Sale of Assets

          The Company shall not consolidate or merge with or into (whether or
not the Company is the surviving corporation) or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to, another corporation, Person or
entity unless (i) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia, (ii) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the entity or Person to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made assumes all the obligations of the Company under the Notes
and this Indenture pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee and, (iii) immediately after such transaction, no
Default or Event of Default exists.

Section 5.02. Successor Corporation Substituted

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company

                                      -37-



under this Indenture with the same effect as if such successor Person had been
named as the Company herein; provided, however, that the predecessor Company
shall not be relieved from the obligation to pay the principal of and interest
on the Notes except in the case of a sale of all of the Company's assets that
meets the requirements of Section 5.01 hereof.

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default

          Each of the following constitutes an "Event of Default":

     (a) default for 30 days in the payment when due of interest on, the Notes;

     (b) default in payment when due of the principal of or premium, if any, on
the Notes (whether by redemption, any offer to purchase or otherwise);

     (c) failure by the Company or any of its Subsidiaries to comply with the
provisions described under Sections 4.07, 4.09, 4.10, 4.18 or 5.01;

     (d) failure by the Company or any of its Subsidiaries for 30 days after
notice to comply with any of its other agreements in this Indenture or the
Notes;

     (e) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Subsidiaries (or the payment of
which is guaranteed by the Company or any of its Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the date hereof, which
default (a) is caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a "Payment Default")
or (b) results in the acceleration of such Indebtedness prior to its stated
maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $1.0 million or more;

     (f) failure by the Company or any of its Subsidiaries to pay final
judgments aggregating in excess of $1.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days;

     (g) except as permitted herein, any Subsidiary Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Subsidiary Guarantor, or any Person
acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its
obligations under its Subsidiary Guarantee;

     (h) the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole would constitute a Significant Subsidiary,
pursuant to or within the meaning of any Bankruptcy Law:

                                      -38-



          (i) commences a voluntary case,

          (ii) consents to the entry of an order for relief against it in an
     involuntary case,

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

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

          (v) generally is not paying its debts as they become due; or

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

          (i) is for relief against the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary in an involuntary case;

          (ii) appoints a Custodian of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary or for all or substantially all of the
     property of the Company or any of its Significant Subsidiaries or any group
     of Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary; or

          (iii) orders the liquidation of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary;

          and the order or decree remains unstayed and in effect for 60
     consecutive days; or

     (j) the failure by David Segal, EXX, Inc. or any other party to the Voting
Agreement to comply with any provision of the Voting Agreement.

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

Section 6.02. Acceleration

          If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01
hereof occurs with respect to the Company, any of its Significant Subsidiaries
or any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, all outstanding Notes shall be due and payable
immediately without further action or notice. The Holders of the Notes may not
enforce this Indenture or the Notes except as provided herein. Except as
otherwise provided in this Indenture, Holders of a majority in principal amount
of the then outstanding Notes 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

                                      -39-



Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice
is in their interest.

          The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under this Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes.

          The Company shall deliver to the Trustee annually a statement
regarding compliance with the terms hereof, and the Company shall upon becoming
aware of any Default of Event of Default, deliver to the Trustee a statement
specifying such Default or Event of Default.

Section 6.03. Other Remedies

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults

          Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest on, the Notes
(including in connection with an offer to purchase) (provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration). Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

Section 6.05. Control By Majority

          Subject to Article VII hereof, holders of a majority in principal
amount of the then outstanding Notes may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture that the
Trustee determines may be unduly prejudicial to the rights of other Holders of
Notes or that may involve the Trustee in personal liability.

                                      -40-



Section 6.06. Limitation on Suits

          A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if

     (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Notes make a written request to the Trustee to pursue the remedy;

     (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

     (d) the Trustee does not comply with the request within 30 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e) during such 30-day period the Holders of a majority in principal amount
of the then outstanding Notes do not give the Trustee a direction inconsistent
with the request.

          A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07. Rights of Holders of Notes to Receive Payment

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium, if any, and
interest on the Note, on or after the respective due dates expressed in the Note
(including in connection with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

Section 6.08. Collection Suit by Trustee

          If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and

                                      -41-



shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10. Priorities

          If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
for principal, premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, premium, if any and interest, respectively; and

          Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

          The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                      -42-



                                  ARTICLE VII.
                                    TRUSTEE

Section 7.01. Duties of Trustee

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

     (b) Except during the continuance of an Event of Default:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section;

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

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 hereof.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

                                      -43-



Section 7.02. Rights of Trustee

     (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

Section 7.03. Individual Rights of Trustee

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04. Trustee's Disclaimer

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes; it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture; it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee; and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

                                      -44-



Section 7.05. Notice of Defaults

          If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

Section 7.06. Reports by Trustee to Holders of the Notes

          Within 60 days after each January 31 beginning with the January 31
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA (S) 313(a) (but if no
event described in TIA (S) 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA (S) 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA (S) 313(c).

          A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA (S) 313(d). The
Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

Section 7.07. Compensation and Indemnity

          The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

          The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

          The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

                                      -45-



          To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

          The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to
the extent applicable.

Section 7.08. Replacement of Trustee

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

          The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

     (a) the Trustee fails to comply with Section 7.10 hereof;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a Custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

          If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with Section
7.10, such Holder of a Note may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

                                      -46-



          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Company's obligations under
Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, etc.

          If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

Section 7.10. Eligibility; Disqualification

          There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA
(S) 310(b).

Section 7.11. Preferential Collection of Claims Against Company

The Trustee is subject to TIA (S) 311(a), excluding any creditor relationship
listed in TIA (S) 311(b). A Trustee who has resigned or been removed shall be
subject to TIA (S) 311 (a) to the extent indicated therein.

                                  ARTICLE VIII.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance

          The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article VIII.

Section 8.02. Legal Defeasance and Discharge

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter,

                                      -47-



"Legal Defeasance"). For this purpose, Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest on such Notes when such payments
are due, (b) the Company's obligations with respect to such Notes under Article
II and Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's obligations in connection
therewith and (d) this Article VIII. Subject to compliance with this Article
VIII, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.04, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 5.01 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(f) hereof shall not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance

          The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

                                      -48-



     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
outstanding Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date;

     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such opinion of counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

     (c) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an opinion of counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

     (d) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied against such deposit) or insofar as
Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period
ending on the 91st day after the date of deposit;

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     (f) the Company shall have delivered to the Trustee an opinion of counsel
to the effect that, assuming no intervening bankruptcy of the Company between
the date of deposit and the 91st day following the deposit and assuming no
Holder of Notes is an insider of the Company, after the 91st day following the
deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally;

     (g) the Company shall have delivered to the Trustee an officers'
certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and

                                      -49-



     (h) the Company shall have delivered to the Trustee an officers'
certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

Section 8.05. Deposited Money and Government Securities to be Held in Trust;
              Other Miscellaneous Provisions

          Subject-to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06. Repayment to Company

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as a
secured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times, The Wall Street Journal (national
edition) or USA Today (such publication to be chosen by the Company based upon
the lowest publication cost), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

                                      -50-



Section 8.07. Reinstatement

          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE IX.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes

          Notwithstanding Section 9.02 of this Indenture, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture,
the Subsidiary Guarantees or the Notes without the consent of any Holder of a
Note:

     (a) to cure any ambiguity, defect or inconsistency;

     (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article II hereof (including
the related definitions) in a manner that does not materially adversely affect
any Holder;

     (c) to provide for the assumption of the Company's or a Subsidiary
Guarantor's obligations to the Holders of the Notes by a successor to the
Company or a Subsidiary Guarantor pursuant to Article V or Article X hereof;

     (d) to make any change that would provide any additional rights or benefits
to the Holders of the Notes or that does not adversely affect the legal rights
hereunder of any Holder of the Note;

     (e) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA; or

     (f) to allow any Subsidiary Guarantor to execute a supplemental indenture
and/or a Subsidiary Guarantee with respect to the Notes.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Subsidiary
Guarantors in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of this Indenture and to make any

                                      -51-



further appropriate agreements and stipulations that may be therein contained,
but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

Section 9.02. With Consent of holders of notes

          Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including Section 3.09 and 4.10
hereof), the Subsidiary Guarantees and the Notes with the consent of the Holders
of at least a majority in principal amount of the Notes then outstanding voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt
by the Trustee of the documents described in Section 7.02 hereof, the Trustee
shall join with the Company in the execution of such amended or supplemental
Indenture unless such amended or supplemental Indenture directly affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such amended or supplemental Indenture.

          It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

          After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

     (a) reduce the principal amount of Notes whose Holders must consent to an
amendment, supplement or waiver;

                                      -52-



     (b) reduce the principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes, except as
provided above with respect to Sections 3.09 and 4.10 hereof;

     (c) reduce the rate of or change the time for payment of interest on any
Note;

     (d) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount
of the Notes and a waiver of the payment default that resulted from such
acceleration);

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

     (f) make any change in the provisions of this Indenture relating to waivers
of past Defaults or the rights of Holders of Notes to receive payments of
principal of or premium, if any, or interest on the Notes;

     (g) waive a redemption payment with respect to any Note except as provided
above with respect to Section 3.09 and 4.10 hereof;

     (h) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions; or

     (i) release any Subsidiary Guarantor from any of its obligations under its
Subsidiary Guarantee or this Indenture, except in accordance with the terms of
this Indenture.

Without the consent of at least the Required Holders, the Company shall not be
entitled to redeem Notes pursuant to Section 3.07(b).

Section 9.03. Compliance with Trust Indenture Act

          Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 9.04. Revocation and Effect of Consents

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05. Notation on or Exchange of Notes

                                      -53-



          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, etc.

          The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 11.04 hereof, an Officer's Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                   ARTICLE X.
                              SUBSIDIARY GUARANTEES

Section 10.01. Subsidiary Guarantees

          Subject to this Article X, each of the Subsidiary Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that: (a)
the principal of and interest on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Notes, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof, and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same will
be promptly paid in full when due, or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Subsidiary Guarantors shall
be jointly and severally obligated to pay the same immediately. Each Subsidiary
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

          The Subsidiary Guarantors hereby agree that their obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Subsidiary
Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a

                                      -54-



court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands
whatsoever and covenant that this Subsidiary Guarantee shall not be discharged
except by complete performance of the obligations contained in the Notes and
this Indenture.

          If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Subsidiary Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Subsidiary Guarantors, any amount paid by either to the Trustee or such
Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect.

          Each Subsidiary Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Subsidiary Guarantor further agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article VI hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article VI hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Subsidiary Guarantors for the purpose of
this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to
seek contribution from any nonpaying Subsidiary Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the
Subsidiary Guarantee.

Section 10.02. Limitation on Subsidiary Guarantor Liability

          Each Subsidiary Guarantor, and by its acceptance of Notes, each
Holder, hereby confirms that it is the intention of all such parties that the
Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or
state law to the extent applicable to any Subsidiary Guarantee and not
constitute any improper distribution under, or be otherwise prohibited by,
applicable state law. To effectuate the foregoing intention, the Trustee, the
Holders and the Subsidiary Guarantors hereby irrevocably agree that the
obligations of any such Subsidiary Guarantor under its Subsidiary Guarantee and
this Article X shall be limited to the maximum amount as will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of
such Subsidiary Guarantor and all other matters that are relevant under such
laws, and, to the extent relevant, after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under this Article X, result in the obligations of such
Subsidiary Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer or conveyance or being improper or prohibited under
applicable state law.

Section 10.03. Execution and Delivery of Subsidiary Guarantees

                                      -55-



          To evidence its Subsidiary Guarantee set forth in Section 10.01, each
Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit B shall be endorsed by an Officer
of such Subsidiary Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture shall be executed on behalf of such Subsidiary
Guarantor by its President or one of its Vice Presidents.

          Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee
set forth in Section 10.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Subsidiary Guarantee.

          If an Officer whose signature is on this Indenture or on the
Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set
forth in this Indenture on behalf of the Subsidiary Guarantors.

          In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.17 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures (in
the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in
accordance with Section 4.17 hereof and this Article X, to the extent
applicable.

Section 10.04. Subsidiary Guarantors May Consolidate, etc., on Certain Terms

          Subject to Section 10.05 hereof, no Subsidiary Guarantor may
consolidate with or merge with or into (whether or not such Subsidiary Guarantor
is the surviving Person) another Corporation, Person or entity whether or not
affiliated with such Subsidiary Guarantor unless:

     (a) subject to this Section 10.04 hereof, the Person formed by or surviving
any such consolidation or merger (if other than such Subsidiary Guarantor)
assumes all the obligations of such Subsidiary Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, the Indenture and the Subsidiary Guarantees; and

     (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

          In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Subsidiary Guarantor, such successor Person shall succeed to
and be substituted for the Subsidiary Guarantor with the same effect as if it
had been named herein as a Subsidiary Guarantor. Such successor Person thereupon
may cause to be signed any or all of the Subsidiary Guarantees to be endorsed
upon all of the Notes issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee. All

                                      -56-



the Subsidiary Guarantees so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Subsidiary Guarantees theretofore
and thereafter issued in accordance with the terms of this Indenture as though
all of such Subsidiary Guarantees had been issued at the date of the execution
hereof.

Section 10.05. Releases Following Sale of Assets

          In the event of a sale or other disposition of all of the assets of
any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a
sale or other disposition of all of the capital stock of any Subsidiary
Guarantor, then such Subsidiary Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the capital
stock of such Subsidiary Guarantor) or the corporation acquiring the property
(in the event of a sale or other disposition of all or substantially all of the
assets of such Subsidiary Guarantor) will be released and relieved of any
obligations under its Subsidiary Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.10 hereof, the Trustee shall execute any
documents reasonably required in order to evidence the release of any Subsidiary
Guarantor from its obligations under its Subsidiary Guarantee.

          Any Subsidiary Guarantor not released from its obligations under its
Subsidiary Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Subsidiary Guarantor
under this Indenture as provided in this Article X.

                                   ARTICLE XI.
                                  MISCELLANEOUS

Trust Indenture Act Controls

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA (S) 318(c), the imposed duties shall control.

Section 11.01. Notices

          Any notice or communication by the Company, any Subsidiary Guarantor
or the Trustee to the others is duly given if in writing and delivered in Person
or mailed by first class mail (registered or certified, return receipt
requested), telex, telecopier or overnight air courier guaranteeing next day
delivery, to the others' address.

          If to the Company and/or any Subsidiary Guarantor:

          Newcor, Inc.
          4850 Coolidge Highway
          Royal Oak, Michigan 48073

                                      -57-



          Telecopier No.: (248) 435-5385
          Attention: James J. Connor

          With a copy to:

          Kirkland & Ellis
          Citigroup Center
          153 East 53rd Street
          New York, New York 10022
          Telecopier No.: (212) 446-4900
          Attention: Jonathan S. Henes

          If to the Trustee:

          Wells Fargo Bank Minnesota, National Association
          Corporate Trust Services N-9303-120
          Sixth Street and Marquette Avenue
          Minneapolis, MN 55479
          Telecopier No.: (612)-667-9825
          Attention:

          The Company, any Subsidiary Guarantor or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

          All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA (S) 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 11.02. Communication by Holders of Notes with Other Holders of Notes

          Holders may communicate pursuant to TIA (S) 312(b) with other Holders
with respect-to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA (S)
312(c).

                                      -58-



Section 11.03. Certificate and Opinion as to Conditions Precedent

          Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 11.04. Statements Required in Certificate or Opinion

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA
(S) 314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read
such covenant or condition;

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

     (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

Section 11.05. Rules by Trustee and Agents

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 11.06. No Personal Liability of Directors, Officers, Employees and
               Stockholders

          No past, present or future director, officer, employee, incorporator
or stockholder of the Company or any Subsidiary Guarantor, as such, shall have
any liability for any obligations of the Company or such Subsidiary Guarantor
under the Notes, the Subsidiary Guarantees or this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.

                                      -59-



Section 11.07. Governing Law

          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 11.08. No Adverse Interpretation of Other Agreements

          This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 11.09. Successors

          All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

Section 11.10. Severability

          In case any provision in this Indenture or in 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 11.11. Counterpart Originals

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

Section 11.12. Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                      -60-



                           Signature Page to Indenture

                                   SIGNATURES

Dated as of January 31, 2003

                                   NEWCOR, INC.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President, Co-Chief Executive
                                       Officer, Treasurer and Chief Financial
                                       Officer


                                   By: /s/ David A. Segal
                                       -----------------------------------------
                                       Name: David A. Segal
                                       Title: Chairman of the Board and Co-Chief
                                       Executive Officer


                                   ROCHESTER GEAR, INC.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   PLASTRONICS PLUS, INC.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   DECO ENGINEERING, INC.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President



                     Signature page to Indenture Continued

                                   DECO TECHNOLOGIES, INC.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   TURN-MATIC, INC.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   BLACKHAWK ENGINEERING, INC.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   MIDWEST RUBBER & PLASTIC, INC.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   MACHINE TOOL & GEAR, INC.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title:



                     Signature page to Indenture Continued

                                   BORAMCO, INC.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   EAST TROY REALTY CORP.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   CLIFFORD REALTY CORP.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   BAY CITY REAL ESTATE CORP.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   BLACKHAWK REALTY CORP.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President



                     Signature page to Indenture Continued

                                   DECKERVILLE REALTY CORP.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   CORUNNA REALTY CORP.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President


                                   WALKERTON REALTY CORP.


                                   By: /s/ James J. Connor
                                       -----------------------------------------
                                       Name: James J. Connor
                                       Title: President



                                    EXHIBIT A
                                 (Face of Note)

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

     CUSIP/CINS
                ---------------

     6% Senior Increasing Rate Notes due 2013

No. [___]                                                                 [$___]

                                  NEWCOR, INC.

promises to pay to
                   -----------------------

or registered assigns,

     the principal sum of [$ ______

Dollars on          , 2013.
           ---------

Interest Payment Dates:         1 and         1
                        -------       -------

Record Dates:            15 and            15
              ----------        ----------

                                                  NEWCOR, INC.


                                                  BY:
                                                      --------------------------
                                                      Name:
                                                           ---------------------
                                                      Title:
                                                            --------------------


                                                                (SEAL)

This is one of the 6% Senior Increasing Rate
Notes due 2013 referred to
in the within-mentioned Indenture:

Wells Fargo Bank Minnesota, National Association,
as Trustee


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

                                       A-1



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

                                 (Back of Note)

                    6% Senior Increasing Rate Notes due 2013

     THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
     TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE
     FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
     NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND
     NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A
     WHOLE BY DTC TO A NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
     CIRCUMSTANCES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
     TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
     PAYMENT, ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
     IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
     (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
     REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
     OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
     SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN./1/

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1. Interest. Newcor, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 6% per annum
from January 31, 2003 until and including January 30, 2008 and at 7% per annum
from January 31, 2008 to maturity to the extent such interest is paid in cash.
In the event that the Company elects to pay interest in the form of Additional
Notes as provided in and in accordance with the Indenture, interest for any such
period shall accrue and be paid (semi-annually) at a rate of 8-1/2 % per annum
until and including January 30, 2008 and thereafter at a rate of 9-1/2% per
annum in the form of Additional Notes. The Company will pay interest
semi-annually on January 31 and July 31 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date") in cash, or in Additional Notes as provided in and in accordance with the
Indenture. Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided

- ----------
/1/  This legend should only be included if the Note is issued in global form.

                                       A-2



that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be July 31, 2003. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1 %
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law), on overdue
installments of interest from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

          2. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the January 15 or July 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium, if any, and interest at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent; provided, however, that
interest may be paid through the issuance of Additional Notes as provided in the
Indenture. Such payment shall be in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.

          3. Paying Agent and Registrar. Initially, Wells Fargo Bank Minnesota,
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. Neither the Company nor any of its Subsidiaries may act in
any such capacity.

          4. Indenture. The Company issued the Notes under an Indenture dated as
of January 31, 2003 ("Indenture") between the Company, the Subsidiary Guarantors
(as defined therein) 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 amended (15 U.S. Code (S)(S) 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are obligations of the
Company limited to $28,000,000 in aggregate principal amount, plus the amount of
any Additional Notes issued as provided in the Indenture.

          5. Optional Redemption

          (a) The Notes will be subject to redemption at any time at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days' notice, at a

                                       A-3



redemption price equal to 100% of the principal amount of Notes to be redeemed,
plus accrued and unpaid interest thereon to the applicable redemption date.

          (b) Notwithstanding the foregoing, and with the consent of at least
the Required Holders, (i) from the date hereof to and including July 31, 2004,
the Company may redeem all but not less than all of the Notes at a redemption
price of at least 75% of the principal amount thereof, plus accrued and unpaid
interest thereon through and including the redemption date; and (ii) from August
1, 2004 to and including July 31, 2005, the Company may redeem all but not less
than all of the Notes at a redemption price of at least 85% of the principal
amount thereof, plus accrued and unpaid interest thereon through and including
the redemption date.

          6. Mandatory Redemption

          In the event that in any fiscal year of the Company, the Company and
its Subsidiaries in the aggregate shall have Excess Cash Flow, the Company shall
redeem Notes as provided in the Indenture. Such redemption shall occur within 30
days after the issuance of a redemption notice as provided in the Indenture.

          7. Repurchase at Option of Holder

               In the event that the Company consummates an Asset Sale involving
all or substantially all of the assets of the Company and its Subsidiaries (a
"Company Sale"), within 30 days after the receipt of the proceeds of such Asset
Sale, the Company shall make an offer (pro rata in proportion to the principal
amount (or accreted value, if applicable) outstanding in respect of any assets
sale offer required by the terms of any pari passu Indebtedness incurred in
accordance with the Indenture) to all Holders of Notes (an "Asset Sale Offer")
to purchase the maximum principal amount of Notes that may be purchased out of
the proceeds of such Asset Sale, at an offer price in cash in an amount equal to
100% of the principal amount thereof plus accrued and unpaid interest to the
date of purchase, in accordance with the procedures set forth herein. To the
extent that any proceeds remain after consummation of an Asset Sale Offer, the
Company may use such proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes tendered into such Asset
Sale Offer surrendered by Holders thereof (and any pari passu Indebtedness, as
aforesaid) exceeds the amount of the proceeds of such Asset Sale, the Trustee
shall select the Notes to be purchased on a pro rata basis. Notwithstanding
anything to the contrary provided herein, in the event of an Asset Sale that is
not a Company Sale, the Company may use the proceeds from such sale to (a) make
an Asset Sale Offer, (b) repurchase Notes in open market transactions and/or (c)
invest in Permitted Businesses.

          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
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1 may be redeemed in part but only in whole multiples of $1, unless
all of the Notes held by a Holder are to be redeemed. On and after the
redemption date interest ceases to accrue on Notes or portions thereof called
for redemption.

                                       A-4



          9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in minimum denominations of $1 and amounts in excess thereof.
The transfer of Notes may be registered and Notes may be exchanged as provided
in the Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

          10. Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes.

          11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes voting as a single class, and any existing
default or compliance with any provision of the Indenture, the Subsidiary
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class. Without the consent of any Holder of a Note, the Indenture, the
Subsidiary Guarantees or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company's or Subsidiary Guarantor's obligations to Holders of the Notes in
case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act, or to allow any
Subsidiary Guarantor to execute a supplemental indenture to the Indenture and/or
a Subsidiary Guarantee with respect to the Notes.

          12. Defaults and Remedies. Events of Default include: (i)
default for 30 days in the payment when due of interest on the Notes; (ii)
default in payment when due of principal of or premium, if any, on the Notes
when the same becomes due and payable at maturity, upon redemption (including in
connection with an offer to purchase) or otherwise; (iii) failure by the Company
or any of its Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.18 or 5.01
of the Indenture; (iv) failure by the Company or any of its Subsidiaries for 30
days after notice to comply with certain other agreements in the Indenture or
the Notes; (v) default under certain other agreements relating to Indebtedness
of the Company which default results in the acceleration of such Indebtedness
prior to its express maturity; (vi) certain final judgments for the payment of
money that remain undischarged for a period of 60 days; (vii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Significant
Subsidiaries; and (viii) except as permitted by the Indenture, any Subsidiary
Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Subsidiary Guarantor or any Person acting on its behalf shall deny or disaffirm
its obligations under such Subsidiary Guarantor's Subsidiary Guarantee. If any
Event of Default

                                       A-5



occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes will become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Except as otherwise provided in the Indenture, Holders of a majority in
principal amount of the then outstanding Notes 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 or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

          13. Trustee Dealings With Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          14. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, of the Company or any of the Subsidiary Guarantors,
as such, shall not have any liability for any obligations of the Company or such
Subsidiary Guarantor under the Notes, the Subsidiary Guarantees or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

          15. Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

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

          17. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                                       A-6



          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

          Newcor, Inc.
          4850 Coolidge Highway
          Royal Oak, Michigan 48073
          Telecopier No.: (248) 435-5385
          Attention: James J. Connor

                                       A-7



                                 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 LD. no.)

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

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

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

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

and irrevocably appoint
                       ---------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
     ------------------


                               Your Signature:
                                              ----------------------------------
                               (Sign exactly as your name appears on the face of
                               this Note)

Signature Guarantee.

                                       A-8



                       Option of Holder to Elect Purchase

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 of the Indenture, check the box below:

          [ ] Section 4.10

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 of the Indenture, state the amount you elect to
have purchased: $
                 ----------


Date:                            Your Signature:
     ------------                               --------------------------------
                                 (Sign exactly as your name appears on the Note)

                                 Tax Identification No:
                                                       -------------------------

Signature Guarantee.

                                       A-9