<PAGE>

                                                               EXECUTION VERSION

                                                                    EXHIBIT 4.21

                           COVANTA ENERGY CORPORATION

                                       AND

                      U.S. BANK TRUST NATIONAL ASSOCIATION
                                   AS TRUSTEE

                   7.5% SUBORDINATED UNSECURED NOTES DUE 2012

                                    INDENTURE

                           DATED AS OF MARCH 10, 2004

THE 7.5% SUBORDINATED UNSECURED NOTES DUE 2012 (THE "NOTES") WILL BE INITIALLY
ISSUED IN GLOBAL FORM AND HELD BY DTC. PLAN PARTICIPANTS ENTITLED TO RECEIVE
NOTES WILL BE REQUIRED TO HOLD THEIR INTERESTS DIRECTLY OR INDIRECTLY THROUGH
DTC PARTICIPANTS, AND WILL NOT BE ENTITLED TO RECEIVE PHYSICAL NOTES EXCEPT IN
THE LIMITED CIRCUMSTANCES SET FORTH IN THE INDENTURE.

<PAGE>

                                                               EXECUTION VERSION

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                            Indenture Section
  -----------                                                            -----------------
<S>                                                                      <C>
   310(a).............................................................          7.10
      (b).............................................................          7.10
      (b)(1)..........................................................          7.10
   311(a).............................................................          7.11
      (b).............................................................          7.11
   312(b).............................................................          11.3
      (c).............................................................          11.3
   313                                                                           7.6
   314(a)(4)..........................................................           3.4
   316(c).............................................................           9.4
</TABLE>

* This Cross Reference Table is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
                                    ARTICLE I

          DEFINITIONS AND INCORPORATION BY REFERENCE

1.1      Definitions...................................................................................        1

1.2      Incorporation by Reference of Trust Indenture Act.............................................       27

1.3      Rules of Construction.........................................................................       27

                                   ARTICLE II
                                    THE NOTES

2.1      Form and Dating...............................................................................       28

2.2      Execution and Authentication..................................................................       28

2.3      Registrar and Paying Agent....................................................................       28

2.4      Paying Agent to Hold Money in Trust...........................................................       29

2.5      Holder Lists..................................................................................       29

2.6      Global Note Provisions........................................................................       29

2.7      Transfer and Exchange.........................................................................       30

2.8      Mutilated, Destroyed, Lost or Stolen Notes....................................................       32

2.9      Temporary Notes...............................................................................       32

2.10     Cancellation..................................................................................       33

2.11     Defaulted Interest............................................................................       33

                                   ARTICLE III
                                    COVENANTS

3.1      Payment of Notes..............................................................................       34

3.2      Maintenance of Office or Agency...............................................................       34

3.3      Corporate Existence...........................................................................       35

3.4      Compliance Certificate........................................................................       35

3.5      Further Instruments and Acts..................................................................       35

3.6      Restricted Payments ..........................................................................       35

3.7      Asset Sales...................................................................................       39

3.8      Transactions with Affiliates..................................................................       42

3.9      Offer to Repurchase Upon Change of Control....................................................       44

3.10     Designation of Restricted and Unrestricted Subsidiaries.......................................       45
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
                                   ARTICLE IV
                          OPTIONAL REDEMPTION OF NOTES

4.1      Optional Redemption...........................................................................       46

4.2      Election to Redeem............................................................................       46

4.3      Notice of Redemption..........................................................................       46

4.4      Selection of Notes to Be Redeemed in Part.....................................................       47

4.5      Deposit of Redemption Price...................................................................       47

4.6      Notes Payable on Redemption Date..............................................................       48

4.7      Unredeemed Portions of Partially Redeemed Note................................................       48

4.8      Offer to Purchase by Application of Excess Proceeds...........................................       48

                                    ARTICLE V
                                    SUCCESSOR

5.1      Merger, Consolidation, or Sale of Assets......................................................       50

5.2      Successor Corporation Substituted.............................................................       51

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

6.1      Events of Default.............................................................................       52

6.2      Acceleration..................................................................................       52

6.3      Other Remedies................................................................................       53

6.4      Waiver of Past Defaults.......................................................................       53

6.5      Control by Majority...........................................................................       53

6.6      Limitation on Suits...........................................................................       54

6.7      Rights of Holders to Receive Payment..........................................................       54

6.8      Collection Suit by Trustee....................................................................       54

6.9      Trustee May File Proofs of Claim, etc.........................................................       54

6.10     Priorities....................................................................................       55

6.11     Undertaking for Costs.........................................................................       55

                                   ARTICLE VII
                                     TRUSTEE

7.1      Duties of Trustee.............................................................................       55

7.2      Rights of Trustee.............................................................................       57
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
7.3      Individual Rights of Trustee..................................................................       58

7.4      Trustee's Disclaimer..........................................................................       58

7.5      Notice of Defaults............................................................................       58

7.6      Reports by Trustee to Holders.................................................................       58

7.7      Compensation and Indemnity....................................................................       58

7.8      Replacement of Trustee........................................................................       59

7.9      Successor Trustee by Merger...................................................................       60

7.10     Eligibility; Disqualification.................................................................       60

7.11     Preferential Collection of Claims Against Company.............................................       60

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

8.1      Satisfaction and Discharge....................................................................       61

8.2      Survival of Obligations.......................................................................       61

                                   ARTICLE IX
                                   AMENDMENTS

9.1      Without Consent of Holders....................................................................       61

9.2      With Consent of Holders.......................................................................       62

9.3      Compliance with Trust Indenture Act...........................................................       63

9.4      Revocation and Effect of Consents and Waivers.................................................       63

9.5      Notation on or Exchange of Notes..............................................................       63

9.6      Trustee to Sign Amendments and Supplements....................................................       63

                                    ARTICLE X
                           SUBORDINATION OF THE NOTES

10.1     Agreement to Subordinate......................................................................       64

10.2     Liquidation, Dissolution, Bankruptcy..........................................................       64

10.3     Default on Senior Indebtedness of the Company.................................................       64

10.4     Acceleration of Payment of Notes..............................................................       65

10.5     When Distribution Must Be Paid Over...........................................................       65

10.6     Subrogation...................................................................................       65

10.7     Relative Rights...............................................................................       65

10.8     Subordination May Not Be Impaired by Company..................................................       66
</TABLE>

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
10.9     Rights of Trustee and Paying Agent............................................................       66

10.10    Distribution or Notice to Representative......................................................       66

10.11    Trust Moneys Not Subordinated.................................................................       66

10.12    Trustee Entitled to Rely......................................................................       66

10.13    Trustee to Effectuate Subordination...........................................................       67

10.14    Trustee Not Fiduciary for Holders of Senior Indebtedness......................................       67

10.15    Reliance by Holders of Senior Indebtedness on Subordination Provisions........................       68

10.16    Changes in Senior Indebtedness................................................................       68

                                   ARTICLE XI
                                  MISCELLANEOUS

11.1     Trust Indenture Act Controls..................................................................       68

11.2     Notices.......................................................................................       68

11.3     Communication by Holders with Other Holders...................................................       69

11.4     Certificate and Opinion as to Conditions Precedent............................................       69

11.5     Statements Required in Certificate or Opinion.................................................       69

11.6     Rules by Trustee, Paying Agent and Registrar..................................................       70

11.7     Legal Holidays................................................................................       70

11.8     Governing Law, etc............................................................................       70

11.9     No Recourse Against Others....................................................................       71

11.10    Successors....................................................................................       71

11.11    Duplicate and Counterpart Originals...........................................................       71

11.12    Severability..................................................................................       71

11.13    Table of Contents; Headings...................................................................       71
</TABLE>

                                      -iv-

<PAGE>

                  INDENTURE, dated as of March 10, 2004, between Covanta Energy
Corporation, a Delaware corporation (the "Company") and U.S. Bank Trust National
Association (the "Trustee"), as Trustee.

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Company's
7.5% Subordinated Unsecured Notes due 2012 issued hereunder.

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         1.1      Definitions.

                  "Agent Members" has the meaning assigned to it in Section
2.6(b).

                  "Adjusted EBITDA" means, for any period, for the Company and
its Consolidated Subsidiaries (i) without duplication, the aggregate amount
derived by combining the amounts for such period of (a) "Operating income
(loss)", plus (b) "Net Depreciation and Amortization Expense", plus (c)
"Amortization of premium and discount, net", plus (d) "Unbilled receivables", to
the extent associated with accretion accounting for Limited Recourse Debt
relating to Projects of the Company and its Subsidiaries, minus (e) "Equity in
income from unconsolidated investments", minus (ii) without duplication, the
aggregate amount derived by combining the amounts (each expressed as a positive
number) for such period of (a) "Payment of debt", to the extent consisting of
principal payments on Limited Recourse Debt relating to Projects of the Company
and its Subsidiaries, plus (b) "Minority interests", plus (c)

 the change in accreted value of the High Yield Notes, as each such line item
referred to in clauses (i)(a), (i)(e) and (ii)(b) is reflected in the Company's
consolidated statement of income prepared in conformity with GAAP and as each
such line item referred to in clauses (i)(c), (i)(d) and (ii)(a) is reflected in
the Company's consolidated statement of cash flows prepared in conformity with
GAAP, in each case reported in a manner consistent with the Company's reporting
of such amount in its last quarterly or annual report (as the case may be) on
Form 10-Q or Form 10-K, respectively, filed with the Commission prior to the
Issue Date, whether such line items are so titled or otherwise titled; provided,
however, that with respect to any such period ending during 2008, each of the
line items referred to above shall be calculated as if the terms of the service
agreement of the Company and its Subsidiaries relating to the Alexandria Project
in effect for fiscal year 2007 continued in effect during 2008, without giving
effect to any negative impact on Adjusted EBITDA from the terms of any extension
in 2008 of such service agreement.

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

                                       1
<PAGE>

                  "Approved DHC Investor" means any Person that acquires shares
of common stock of DHC pursuant to a transaction determined by at least a
majority of the members of the board of directors of DHC (who are not
representatives, nominees or Affiliates of such Person) to be in the best
interests of DHC and its stockholders.

                  "Asset Sale" means:

                  (1)      the sale, lease, conveyance or other disposition of
         any assets, property or rights (other than the sale of Equity Interests
         of the Company by the Company); 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 Section 3.9 or Section 5.1 and not by Section 3.7; and

                  (2)      the issuance of Equity Interests by any Restricted
         Subsidiary of the Company or the sale of Equity Interests in any
         Restricted Subsidiary of the Company.

Notwithstanding the preceding, none of the following items will be deemed to be
an Asset Sale:

                  (1)      any single transaction or series of related
         transactions that involves assets, property or rights or the issuance
         of Equity Interests having a fair market value, or yielding Net
         Proceeds, of less than $10.0 million;

                  (2)      any transfer of assets, property or rights by the
         Company to a Restricted Subsidiary of the Company or by a Restricted
         Subsidiary of the Company to the Company or another Restricted
         Subsidiary of the Company;

                  (3)      an issuance of Equity Interests by a Restricted
         Subsidiary of the Company to the Company or a Restricted Subsidiary of
         the Company;

                  (4)      the sale, lease, sublease or assignment of equipment,
         inventory, accounts receivable or other assets, property or rights in
         the ordinary course of business;

                  (5)      the disposition of equipment no longer used or useful
         in the business of the Company or any of its Restricted Subsidiaries;

                  (6)      a Sale/Leaseback Transaction with respect to any
         assets within 90 days of the acquisition of such assets which is not
         prohibited by the High Yield Notes Indenture;

                  (7)      the sale or other disposition of Cash Equivalents;

                  (8)      the grant of any license of patents or trademarks or
         registrations therefor and other similar intellectual property in the
         ordinary course of business;

                  (9)      the granting of any lien (or the foreclosure thereon)
         which is not prohibited by the High Yield Notes Indenture;

                  (10)     the surrender or waiver of contract rights or the
         settlement, release or surrender of a contract, tort or other
         litigation claim in the ordinary course of business;

                                       2
<PAGE>

                  (11)     any sale of Indebtedness or other securities of an
         Unrestricted Subsidiary of the Company;

                  (12)     a Restricted Payment permitted to be made under
         Section 3.6 or a Permitted Investment; or

                  (13)     any issuance of employee stock options or stock
         awards pursuant to benefit plans in existence on the Issue Date.

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

                  "Authenticating Agent" has the meaning assigned to it in
Section 2.2(d).

                  "Bank Indebtedness" means any and all amounts payable under or
in respect of the Credit Agreements and any Permitted Refinancing Indebtedness
with respect thereto, as amended from time to time, including principal, premium
(if any), interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company or any
Guarantor whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees and
all other amounts payable thereunder or in respect thereof.

                  "Bankruptcy Court" means the United States Bankruptcy Court
for the Southern District of New York and any other court properly exercising
jurisdiction over any relevant case under Chapter 11 of the Bankruptcy Law.

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

                  "Bankruptcy Event of Default" means:

         (i)      the Company or any Restricted Subsidiary of the Company (other
than a Bankrupt Subsidiary) that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: (A)
commences a voluntary case; (B) consents to the entry of an order for relief
against it in an involuntary case; (C) consents to the appointment of or taking
possession by a custodian, receiver, liquidator, trustee, assignee or
sequestrator of it or for all or substantially all of its property; or (D) makes
a general assignment for the benefit of its creditors; or

         (ii)     a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (A) is for relief against the Company or any
Restricted Subsidiary of the Company (other than a Bankrupt Subsidiary) that is
a Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken as a whole, would constitute a Significant Subsidiary in

                                       3
<PAGE>

an involuntary case; or (B) appoints a custodian, receiver, liquidator, trustee,
assignee or sequestrator of the Company or any Restricted Subsidiary of the
Company (other than a Bankrupt Subsidiary) that is a Significant Subsidiary or
for all or substantially all of the property of the Company or any Restricted
Subsidiary of the Company that is a Significant Subsidiary or, in either case,
any group of Restricted Subsidiaries of the Company that, taken as a whole,
would constitute a Significant Subsidiary; or (C) orders the liquidation of the
Company or any Restricted Subsidiary of the Company (other than a Bankrupt
Subsidiary) that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken as a whole, would constitute a
Significant Subsidiary; and the order or decree remains unstayed and in effect
for 60 consecutive days.

                  "Bankrupt Subsidiary" means any of Covanta Warren Holdings I,
Inc., a Virginia corporation, Covanta Warren Holdings II, Inc., a California
corporation, Covanta Warren Energy Resource Co. LP, a Delaware limited
partnership, Covanta Lake II, Inc., a Florida corporation, Covanta Tampa
Construction, Inc., a Delaware corporation or Covanta Tampa Bay, Inc., a Florida
corporation, in each case so long as such Person remains subject to the Chapter
11 Cases before the Bankruptcy Court.

                  "Beneficial Owner" has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Own" and "Beneficially Owned" have a
corresponding meaning.

                  "Board of Directors" means, the Board of Directors of the
Company.

                  "Board Resolution" means, with respect to any Person, a copy
of a resolution certified by the Secretary or an Assistant Secretary of such
Person to have been duly adopted by the Board of Directors of such Person and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.

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

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

                  "Capital Stock" means:

         (i)      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 other equivalents (however
designated) of corporate stock;

         (iii)    in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and

                                       4
<PAGE>

         (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" means money or currency, or a credit balance in a
Deposit Account.

                  "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 of the United
States government having maturities of not more than one year from the date of
acquisition;

         (iii)    time deposits, demand deposits, certificates of deposit and
eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers' acceptances with maturities not exceeding one year and
overnight bank deposits, in each case, with any bank lender party to the First
Lien Letter of Credit Facility or an Affiliate thereof or with any domestic
commercial bank having capital and surplus in excess of $500.0 million and a
Thomson Bank Watch Rating of "B" or better;

         (iv)     securities issued by any state of the United States or any
political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of acquisition thereof and, at the time
of acquisition, having one of the two highest ratings obtainable from either
Moody's Investor Service, Inc. ("Moody's") or Standard & Poor's Corporation
("S&P") or any successor thereto;

         (v)      repurchase obligations with a term of not more than 30 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;

         (vi)     commercial paper having one of the two highest ratings
obtainable from Moody's or S&P and in each case maturing within one year after
the date of acquisition; and

         (vii)    money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (ii) through (vi)
of this definition.

                  "Certificated Note" means any Note issued in fully-registered
certificated form (other than a Global Note), which shall be substantially in
the form of Exhibit A.

                  "Change of Control" means the occurrence of any of the
following:

                  (1)      any "person" (as such term is used in Section
         13(d)(3) of the Exchange Act), other than one or more Permitted
         Holders, becomes the Beneficial Owner, directly or indirectly, of more
         than 50% of the total voting power of the Voting Stock of the Company,
         whether as a result of the issuance of securities of the Company, any
         merger, consolidation, liquidation or dissolution of the Company, any
         direct or indirect transfer of securities or otherwise; provided that
         the creation of a holding company to own all of the Capital Stock of
         the Company will not be deemed to constitute a Change of Control

                                       5
<PAGE>

         under this clause (1) if, immediately after consummation of such
         transaction, the holders of the Capital Stock of such holding company
         are the same holders of the Capital Stock of the Company immediately
         before such transaction and the percentage holding of such holders is
         unaffected by the creation of such holding company;

                  (2)      the first day on which a majority of the members of
         the Board of Directors are not Continuing Directors;

                  (3)      the adoption of a plan relating to the liquidation or
         dissolution of the Company, other than to effect a Change of Domicile;
         or

                  (4)      the sale, lease or transfer, other than by way of
         merger or consolidation, in one or a series of related transactions, of
         all or substantially all the assets of the Company and its Restricted
         Subsidiaries taken as a whole to any "person" or "group" as that term
         is used in Section 13(d)(3) of the Exchange Act (other than to the
         Company, any Guarantor or one or more Permitted Holders or other than
         to effect a Change of Domicile).

                  "Change of Domicile" means a transaction or series of related
transactions, including without limitation (1) a merger, amalgamation,
combination or consolidation of the Company with or into another Person, (2) the
acquisition of all the Capital Stock of the Company or (3) the sale, transfer,
conveyance or other disposition of all or substantially all the assets of the
Company and its Subsidiaries taken as a whole to another Person, the sole
purpose of which is to reincorporate the Company in another jurisdiction or
organize a successor entity to the Company in another jurisdiction.

                  "Chapter 11 Cases" means those bankruptcy cases jointly
administered under the caption "In re Ogden New York Services, Inc., et al.,"
Case Nos. 02-40826 (CB), et al.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Commission" means the Securities and Exchange Commission.

                  "Company" means the party named as such in the introductory
paragraph to this Indenture, and any and all successors thereto.

                  "Company Order" has the meaning assigned to it in Section
2.2(c).

                  "Consolidated Cash Interest Expense" means, for any period,
(i) Consolidated Interest Expense for such period minus (ii) to the extent
included in Consolidated Interest Expense for such period, the change in
accreted value of the High Yield Notes, interest paid in kind and not in cash
during such period and any other amounts not paid or payable in cash.

                  "Consolidated Coverage Ratio" means, with respect to the
Company and its Consolidated Subsidiaries, as of any date of determination, the
ratio of:

         (1)      the aggregate amount of Adjusted EBITDA for the period of the
         most recent four consecutive fiscal quarters (commencing on or after
         the Issue Date) for which internal financial statements are available
         prior to the date of such determination to

                                       6
<PAGE>

         (2)      Consolidated Cash Interest Expense for such four fiscal
         quarters; provided, however, that:

                           (A) if the Company or any of its Restricted
                  Subsidiaries has incurred any Indebtedness since the beginning
                  of such period that remains outstanding on such date of
                  determination or if the transaction giving rise to the need to
                  calculate the Consolidated Coverage Ratio is an incurrence of
                  Indebtedness, Adjusted EBITDA and Consolidated Cash Interest
                  Expense for such period shall be calculated after giving
                  effect on a pro forma basis to such Indebtedness as if such
                  Indebtedness had been incurred on the first day of such period
                  (in each case other than Indebtedness incurred under any
                  revolving credit facility, in which case interest expense
                  shall be computed based upon the average daily balance of such
                  Indebtedness during the applicable period) and the discharge
                  of any other Indebtedness repaid, repurchased, defeased
                  (whether legally or as to covenants only) or otherwise
                  discharged with the proceeds of such new Indebtedness as if
                  such discharge had occurred on the first day of such period;

                           (B) if the Company or any of its Restricted
                  Subsidiaries has repaid, repurchased, defeased or otherwise
                  discharged, including permanent reductions in letter of credit
                  commitments, any Indebtedness since the beginning of such
                  period or if any Indebtedness is to be repaid, repurchased,
                  defeased (whether legally or as to covenants only) or
                  otherwise discharged, including permanent reductions in letter
                  of credit commitments (in each case, if such Indebtedness has
                  been permanently repaid and has not been replaced, other than
                  Indebtedness incurred under any revolving credit facility
                  unless such Indebtedness is permanently reduced, in which case
                  interest expense shall be computed based upon the average
                  daily balance of such Indebtedness during the applicable
                  period) on the date of the transaction giving rise to the need
                  to calculate the Consolidated Coverage Ratio, Adjusted EBITDA
                  and Consolidated Cash Interest Expense for such period shall
                  be calculated on a pro forma basis as if such discharge had
                  occurred on the first day of such period and as if the Company
                  or such Restricted Subsidiary has not earned any interest
                  income actually earned during such period in respect of cash
                  or Cash Equivalents used to repay, repurchase, defease or
                  otherwise discharge such Indebtedness;

                           (C) if since the beginning of such period, the
                  Company or any of its Restricted Subsidiaries has made any
                  Asset Sale, Adjusted EBITDA for such period shall be reduced
                  by an amount equal to Adjusted EBITDA (if positive) directly
                  attributable to the assets that are the subject of such Asset
                  Sale for such period or increased by an amount equal to
                  Adjusted EBITDA (if negative) directly attributable thereto
                  for such period, and Consolidated Cash Interest Expense for
                  such period shall be reduced by an amount equal to the
                  Consolidated Cash Interest Expense directly attributable to
                  any Indebtedness of the Company or any Restricted Subsidiary
                  of the Company repaid, repurchased, defeased or otherwise
                  discharged with respect to the Company and its continuing
                  Restricted Subsidiaries in connection with such Asset Sale for
                  such period (or, if the Capital Stock of any Restricted
                  Subsidiary is sold, the Consolidated Cash Interest

                                       7
<PAGE>

                  Expense for such period directly attributable to the
                  Indebtedness of such Restricted Subsidiary to the extent the
                  Company and its continuing Restricted Subsidiaries are no
                  longer liable for such Indebtedness after such sale);

                           (D) if since the beginning of such period, the
                  Company or any of its Restricted Subsidiaries (by merger or
                  otherwise) has made an Investment in any Restricted Subsidiary
                  (or any Person that becomes a Restricted Subsidiary) or an
                  acquisition of assets, including any such Investment or
                  acquisition of assets occurring in connection with a
                  transaction causing a calculation to be made hereunder, which
                  constitutes all or substantially all of an operating unit of a
                  business, Adjusted EBITDA and Consolidated Cash Interest
                  Expense for such period shall be calculated after giving pro
                  forma effect thereto (including the Incurrence of any
                  Indebtedness) as if such Investment or acquisition occurred on
                  the first day of such period; and

                  (E) if since the beginning of such period, any Person (that
                  subsequently became a Restricted Subsidiary of the Company or
                  was merged with or into the Company or any of its Restricted
                  Subsidiaries since the beginning of such period) shall have
                  made any Asset Sale or any Investment or acquisition of assets
                  that would have required an adjustment pursuant to clause (C)
                  or (D) above if made by the Company or any of its Restricted
                  Subsidiaries during such period, Adjusted EBITDA and
                  Consolidated Cash Interest Expense for such period shall be
                  calculated after giving pro forma effect thereto as if such
                  Asset Sale, Investment or acquisition of assets occurred on
                  the first day of such period.

         For purposes of this definition, whenever pro forma effect is to be
given to an acquisition of assets, the amount of income or earnings relating
thereto and the amount of Consolidated Cash Interest Expense associated with any
Indebtedness incurred in connection therewith, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting officer of
the Company. Any such pro forma calculations shall reflect any pro forma expense
and cost reductions attributable to such acquisitions, to the extent such
expense and cost reduction would be consistent with Regulation S-X, promulgated
under the Securities Act, as such regulation is in effect from time to time, and
permitted by the Commission to be reflected in pro forma financial statements
included in a registration statement filed with the Commission.

         If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Hedging
Obligation applicable to such Indebtedness if such Hedging Obligation has a
remaining term as at the date of determination in excess of twelve months).

                  "Consolidated Coverage Ratio Test" means, that the Company's
Consolidated Coverage Ratio at the time of any incurrence of Indebtedness, after
giving pro forma effect to such incurrence or issuance as of such date and to
the use of proceeds therefrom, as if the same had occurred at the beginning of
the most recently ended four fiscal quarter period of the Company (commencing on
or after the Issue Date) for which internal financial statements are available,
is no less than 2.00 to 1.00.

                                       8
<PAGE>

                  "Consolidated Interest Expense" means, for any period, (i) the
total interest expense, net of interest income, of the Company and its
Consolidated Subsidiaries, determined on a consolidated basis in accordance with
GAAP, minus (ii) interest expense incurred by the Company or its Consolidated
Subsidiaries in such period in connection with Indebtedness constituting
Non-Recourse Debt or Limited Recourse Debt, determined on a consolidated basis
in accordance with GAAP, plus (iii) to the extent incurred by the Company or its
Consolidated Subsidiaries in such period but not included in such interest
expense, without duplication, determined in each case on a consolidated basis in
accordance with GAAP, except to the extent related to Non-Recourse Debt and
Limited Recourse Debt:

                  (1)      interest expense attributable to Capital Lease
         Obligations and the imputed interest with respect to Attributable Debt;

                  (2)      amortization of debt discount;

                  (3)      amortization of debt issuance costs (other than any
         such costs associated with the Indebtedness incurred by the Company or
         its Subsidiaries in accordance with the Plan of Reorganization);

                  (4)      amortization of capitalized interest;

                  (5)      noncash interest expense;

                  (6)      commissions, discounts and other fees and charges
         attributable to letters of credit and bankers' acceptance financings;

                  (7)      interest or dividends accrued and unpaid on any
         Indebtedness of any other Person to the extent such Indebtedness is
         Guaranteed by the Company or any Consolidated Subsidiary;

                  (8)      net payments, if any, pursuant to Hedging Obligations
         (including amortization of fees);

                  (9)      dividends in respect of all Disqualified Stock of the
         Company and all Preferred Stock of any of its Consolidated
         Subsidiaries, to the extent held by Persons other than the Company or
         another Consolidated Subsidiary; and

                  (10)     cash contributions to any employee stock ownership
         plan or similar trust to the extent such contributions are used by such
         plan or trust to pay interest or fees to any Person (other than the
         Company) in connection with Indebtedness incurred by such plan or
         trust.

                  "Consolidated Net Income" means, for any period, the net
income or loss of the Company and its Consolidated Subsidiaries for such period
determined in accordance with GAAP; provided, however, that:

                  (1)      net income of any Person (other than the Company)
         which is not a Restricted Subsidiary, shall be excluded from such
         Consolidated Net Income, except that:

                                       9
<PAGE>

                           (A) subject to the limitations contained in clause
                  (4) below, the Company's equity in the net income of any such
                  Person for such period shall be included in such Consolidated
                  Net Income up to the aggregate amount of cash actually
                  distributed by such Person during such period to the Company
                  or a Restricted Subsidiary of the Company as a dividend or
                  other distribution (subject, in the case of a dividend or
                  other distribution made to a Restricted Subsidiary of the
                  Company, to the limitations contained in clause (2) below);
                  and

                           (B) the Company's equity in a net loss of any such
                  Person for such period shall be included in determining such
                  Consolidated Net Income;

                  (2)      net income (or loss) of any Restricted Subsidiary of
         the Company, other than a Guarantor, to the extent that the declaration
         or payment of dividends or similar distributions by such Restricted
         Subsidiary of that income is not at the date of determination permitted
         without any prior governmental approval (that has not been obtained) or
         is, directly or indirectly, restricted by operation of the terms of its
         charter or any agreement, instrument, judgment, decree, order, statute,
         rule or governmental regulation applicable to such Restricted
         Subsidiary or its stockholders or other holders of its equity, which
         restrictions have not been legally and effectively waived, shall be
         excluded from such Consolidated Net Income except that:

                           (A) subject to the limitations contained in clause
                  (4) below, the Company's equity in the net income of any such
                  Restricted Subsidiary for such period shall be included in
                  such Consolidated Net Income up to the aggregate amount of
                  cash actually distributed by such Restricted Subsidiary during
                  such period to the Company or another Restricted Subsidiary of
                  the Company as a dividend or other distribution (subject, in
                  the case of a dividend or other distribution made to another
                  Restricted Subsidiary of the Company, to the limitation
                  contained in this clause); and

                           (B) the Company's equity in a net loss of any such
                  Restricted Subsidiary for such period shall be included in
                  determining such Consolidated Net Income;

                  (3)      any gain (or loss) realized upon the sale or other
         disposition of any asset of the Company or any of its Restricted
         Subsidiaries (including pursuant to any Sale/Leaseback Transaction)
         that is not sold or otherwise disposed of in the ordinary course of
         business and any gain (or loss) realized upon the sale or other
         disposition of any Capital Stock of any Subsidiary of the Company shall
         be excluded from such Consolidated Net Income (without regard to
         abandonments or reserves relating thereto);

                  (4)      amounts specified in clause (ii)(a) of the definition
         of Adjusted EBITDA (determined in accordance with such definition)
         shall be excluded from such Consolidated Net Income;

                  (5)      any extraordinary gain or loss shall be excluded from
         such Consolidated Net Income;

                                       10
<PAGE>

                  (6)      the cumulative effect of a change in accounting
         principles shall be excluded from such Consolidated Net Income;

                  (7)      gains or losses due solely to fluctuations in
         currency values and the related tax effects determined in accordance
         with GAAP shall be excluded from such Consolidated Net Income;

                  (8)      any non-cash deferred tax expense shall be excluded
         from such Consolidated Net Income;

                  (9)      Fresh Start Charges and reorganization charges taken
         in connection with the Plan of Reorganization shall be excluded from
         such Consolidated Net Income;

                  (10)     amortization of debt issuance costs in respect of
         Indebtedness incurred by the Company or its Subsidiaries in accordance
         with the Plan of Reorganization shall be excluded from such
         Consolidated Net Income;

                  (11)     any charges resulting from the application of
         Statement of Financial Accounting Standards No. 142 or 145 shall be
         excluded from such Consolidated Net Income; and

                  (12)     the results of operations of CPIH and its
         Subsidiaries shall be excluded in determining such Consolidated Net
         Income.

                  "Consolidated Subsidiaries" means the Restricted Subsidiaries
of the Company; provided, however, that the interest of the Company or any of
its Restricted Subsidiaries in an Unrestricted Subsidiary will be accounted for
as an Investment.

                  "Continuing Directors" means, as of any date of determination,
those members of the Board of Directors of the Company who: (a) were members of
the Board of Directors on the Issue Date; or (b) were nominated for election or
elected to the Board of Directors with the affirmative vote of, or whose
election or appointment was otherwise approved or ratified (whether before or
after nomination or election) by, at least a majority of the Continuing
Directors who were members of the Board of Directors at the time of the
nomination, election or approval, as applicable.

                  "Corporate Services Reimbursement Agreement" means the
corporate services and expense reimbursement agreement entered into by DHC and
the Company dated March 10, 2004, and any amendments, modifications or
extensions thereof on terms not materially less favorable to the Company and its
Restricted Subsidiaries, taken as a whole, than the terms of such agreement as
in effect on the Issue Date.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at U.S. Bank National Association,
225 Asylum Street, 23rd Floor, Hartford, Connecticut, Attention: Corporate Trust
Services, or such other address as the Trustee may designate from time to time
by notice to the Holders and the Company, or the principal corporate trust
office of

                                       11
<PAGE>

any successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Company).

                  "CPIH" means Covanta Power International Holdings, Inc., a
Delaware corporation, and any and all successors thereto.

                  "CPIH Reimbursement Agreement" means the Management Services &
Reimbursement Agreement entered into by CPIH, the Company and certain of their
respective Subsidiaries on the Issue Date, as such agreement may be amended,
supplemented or otherwise modified from time to time.

                  "Credit Agreements" means the First Lien Letter of Credit
Facility and the Second Lien Letter of Credit Facility (each being referred to
individually herein as a "Credit Agreement").

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

                  "Default" means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

                  "Defaulted Interest" means overdue installments of interest on
the Notes.

                  "Deposit Account" means a demand, time, savings, passbook or
similar account maintained with a Person engaged in the business of banking,
including a savings bank, savings and loan association, credit union or trust
company, in each case that qualifies under clause (iii) of the definition of
"Cash Equivalents".

                  "DHC" means Danielson Holding Corporation, a Delaware
corporation, and any and all successors thereto.

                  "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, in each case at the option of the holder of such
Capital Stock), or upon the happening of any event, matures, excluding any
maturity as the result of the redemption thereof at the option of the issuer
thereof, or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder of such Capital Stock, in
whole or in part, on or prior to the date on which the Notes mature, except to
the extent that such Capital Stock is solely redeemable with, or solely
exchangeable for, any Capital Stock that is not Disqualified Stock; provided
that only the portion of the Capital Stock or other security which so matures,
is mandatorily redeemable or is so redeemable at the option of the holder prior
to such date shall be deemed to be Disqualified Stock; provided further that if
such Capital Stock or other security is issued to and held by any employee
pursuant to any plan program or arrangement or any plan for the benefit of
employees of the Company or its Subsidiaries or by any such plan to such
employees, such Capital Stock or other security shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the
Company or any of its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee's termination, death or
disability. Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified

                                       12
<PAGE>

Stock solely because the holders of such Capital Stock have the right to require
the Company to repurchase such Capital Stock upon the occurrence of a change of
control or an Asset Sale will 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 3.6.

                  "DTC" means The Depository Trust Company, its nominees and
their respective successors and assigns, or such other depositary institution
hereinafter appointed by the Company that is a clearing agency registered under
the Exchange Act.

                  "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).

                  "Event of Default" has the meaning assigned to it in Section
6.1.

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

                  "Existing Indebtedness" means Indebtedness of the Company and
its Restricted Subsidiaries (other than Indebtedness under the Credit
Agreements) in existence on the Issue Date or otherwise issued in accordance
with the Plan of Reorganization.

                  "First Lien Letter of Credit Facility" means the Credit
Agreement, dated as of March 10, 2004, by and among the Company, the guarantors
party thereto, Deutsche Bank AG, Securities, Inc., as documentation agent, Bank
of America, N.A., as administrative agent, and the lenders party thereto,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended
(including any amendment and restatement thereof), modified, renewed,
supplemented, refunded, replaced or refinanced in whole or in part from time to
time, including any agreement, extending the maturity of, consolidating or
otherwise restructuring (including adding subsidiaries of the Company as
additional guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
of any other agent, lender or group; provided, however, that in no case shall
any such amendment, modification, renewal, supplementation, refunding,
replacement or refinancing cause the First Lien Letter of Credit Facility to
fail to comply with clause 3(b) of the definition of Senior Indebtedness,
without regards to the duration of letters of credit issued thereunder.

                  "Fiscal Year" means the fiscal year of the Company and its
subsidiaries ending on December 31st of each calendar year.

                  "Fresh Start Charges" means, for any period, the aggregate
non-cash charges of the Company and its Restricted Subsidiaries arising from the
application of fresh start accounting principles, determined on a consolidated
basis in accordance with GAAP.

                  "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

                                       13
<PAGE>

Board or in such other statements by such other entity as have been approved by
a significant segment of the accounting profession, as in effect from time to
time.

                  "Global Note" means any Note issued in fully-registered
certificated form to DTC (or its nominee), as depositary for the beneficial
owners thereof, which shall be substantially in the form of Exhibit A, with
appropriate legends as specified in Exhibit A.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person:

                  (1)      to purchase or pay (or advance or supply funds for
         the purchase or payment of) such Indebtedness of such other Person
         (whether arising by virtue of partnership arrangements, or by agreement
         to keep-well, to purchase assets, goods, securities or services, to
         take-or-pay, or to maintain financial statement conditions or
         otherwise) or

                  (2)      entered into for the purpose of assuring in any other
         manner the obligee of such Indebtedness of the payment thereof or to
         protect such obligee against loss in respect thereof (in whole or in
         part);

                  provided, however, that the term "Guarantee" shall not include
(i) endorsements of negotiable instruments for collection or deposit in the
ordinary course of business or (ii) Performance Guarantees. The term "guarantee"
used as a verb has a corresponding meaning.

                  "Hedging Obligations" means, with respect to any specified
Person, the obligations of such Person under:

                  (1)      interest rate swap agreements, interest rate cap
         agreements and interest rate collar agreements;

                  (2)      other agreements or arrangements designed to protect
         such Person against fluctuations in currency exchange rates or interest
         rates; and

                  (3)      forward agreements or arrangements designed to hedge
         against fluctuation in electricity rates pertaining to electricity
         produced by a Project, so long as the contractual arrangements relating
         to such Project contemplate that the Company or its Subsidiaries shall
         deliver such electricity to third parties.

                  "High Yield Notes Documents" means those 8.25% Senior Secured
Notes due 2011 (the "High Yield Notes") issued by the Company pursuant to the
indenture between the Company, the subsidiary guarantors named therein and U.S.
Bank National Association, as trustee, dated March 10, 2004 (the "High Yield
Notes Indenture"), and all related documents, as such notes, indenture and such
other documents and the obligations thereunder may be amended, extended,
restated, supplemented or otherwise modified from time to time.

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

                                       14
<PAGE>

                  "Indebtedness" means, with respect to any Person on any date
of determination (without duplication) the following items if and to the extent
that any of them (other than items specified under clauses (3), (8) and (9)
below) would appear as a liability or, in the case of clause (6) only, Preferred
Stock on the balance sheet of such Person, prepared in accordance with GAAP:

                  (1)      the principal amount of and premium, if any, in
         respect of indebtedness of such Person for borrowed money;

                  (2)      the principal amount of and premium, if any, in
         respect of obligations of such Person evidenced by bonds, debentures,
         notes or other similar instruments;

                  (3)      all obligations of such Person in respect of letters
         of credit, bankers' acceptances, or other similar instruments
         (including reimbursement obligations with respect thereto, but
         excluding obligations in respect of letters of credit issued in respect
         of Trade Payables);

                  (4)      all obligations of such Person to pay the deferred
         and unpaid purchase price of property or services (except Trade
         Payables), which purchase price is due more than twelve months after
         the date of placing such property in service or taking delivery and
         title thereto or the completion of such services;

                  (5)      all Capital Lease Obligations and all Attributable
         Debt of such Person;

                  (6)      the amount of all obligations of such Person with
         respect to the redemption, repayment or repurchase of any Disqualified
         Stock or, with respect to any Subsidiary of such Person, any Preferred
         Stock (but excluding, in each case, any accrued dividends);

                  (7)      all Indebtedness of other Persons secured by a Lien
         on any asset of such Person, whether or not such Indebtedness is
         assumed by such Person; provided, however, that the amount of
         Indebtedness of such Person shall be the lesser of:

                           (A) the fair market value of such asset at such date
                  of determination and

                           (B) the amount of such Indebtedness of such other
                  Persons;

                  (8)      Hedging Obligations of such Person;

                  (9)      all obligations of such Person in respect of
         Insurance Premium Financing Arrangements; and

                  (10)     all obligations of the type referred to in clauses
         (1) through (9) of other Persons and all dividends or distributions of
         other Persons for the payment of which, in either case, such Person is
         responsible or liable, directly or indirectly, as obligor, guarantor or
         otherwise, including by means of any Guarantee.

                                       15
<PAGE>

The amount of Indebtedness of any Person at any date will be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations described above, at such date;
provided, however, that the amount outstanding at any time of any Indebtedness
issued with original issue discount will be deemed to be the face amount of such
Indebtedness less the remaining unaccreted portion of the original issue
discount of such Indebtedness at such time, as determined in accordance with
GAAP.

                  "Indenture" means this Indenture as amended or supplemented
from time to time, including the Exhibits hereto.

                  "Insurance Premium Financers" means Persons who are not
Affiliates of the Company who advance insurance premiums for the Company and its
Subsidiaries pursuant to Insurance Premium Financing Arrangements.

                  "Insurance Premium Financing Arrangements" means, with respect
to any Person, agreements with Insurance Premium Financers pursuant to which
such Insurance Premium Financers advance insurance premiums for or on behalf of
such Person. Insurance Premium Financing Arrangements (i) shall not provide, for
the benefit of such Insurance Premium Financers, any security interest in any
property of the Company or any of its Subsidiaries other than gross unearned
premiums for the insurance policies that are the subject of such arrangements,
and (ii) shall not contain any provision or contemplate any transaction
prohibited by the Indenture.

                  "Intercreditor Agreement" means that certain intercreditor
agreement, dated as of March 10, 2004, by and among the Company, the Company's
subsidiaries listed on the signature pages thereto, the financial institutions
listed on the signature pages thereto, Bank of America, N.A., as administration
agent, Deutsche Bank Securities, Inc., as documentation agent, DHC and the
trustee of the High Yield Notes Indenture, as amended (including any amendment
and restatement thereof), supplemented or otherwise modified from time to time.

                  "Interest Payment Date" means the stated due date of an
installment of principal and interest on the Notes as specified in the Form of
Face of Note contained in Exhibit A.

                  "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the form of loans (including Guarantees 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
Interests of any direct or indirect Restricted Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no
longer a Restricted Subsidiary of the Company, the Company will be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Company's Investments in such Restricted Subsidiary
that were not sold or disposed of in an amount determined as provided in the
final paragraph of Section 3.6. Any deemed investment in

                                       16
<PAGE>
any Person not involving a transfer of cash or other assets to such Person and
resulting solely from the application of pushdown accounting rules will not
constitute an Investment.

                  "Investor Parties" means (i) D.E. Shaw Laminar Portfolios,
L.L.C., (ii) SZ Investments, LLC, and (iii) Third Avenue Value Fund, Inc.

                  "Issue Date" means March 10, 2004.

                  "Legal Holiday" has the meaning assigned to it in Section
11.7.

                  "Limited Recourse Debt" means, with respect to any Subsidiary
of the Company, Indebtedness of such Subsidiary with respect to which the
recourse of the holder or obligee of such Indebtedness is limited to (i) assets
associated with a Project (which in any event shall not include assets held by
the Company or any Subsidiary other than a Subsidiary whose sole business is the
ownership and/or operation of such Project and substantially all of whose assets
are associated with such Project) in respect of which such Indebtedness was
incurred or (ii) the Equity Interests in such Subsidiary, but in the case of
clause (ii) only if such Subsidiary's sole business is the ownership and/or
operation of such Project and substantially all of such Subsidiary's assets are
associated with such Project. Indebtedness of a Subsidiary of the Company shall
not fail to be Limited Recourse Debt solely by virtue of the fact that the
holders of such Limited Recourse Debt have recourse to the Company or another
Subsidiary of the Company pursuant to a Performance Guaranty.

                  "Management Investors" means the officers and employees of the
Company or a Subsidiary of the Company who acquire Voting Stock of DHC or the
Company on or after the Issue Date.

                  "Maturity Date" means March 15, 2012.

                  "Net Proceeds" means the aggregate Cash proceeds received by
the Company 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 (i) the costs directly related to such Asset
Sale, including, without limitation, legal, accounting and investment banking
fees, sales commissions and consent fees, (ii) taxes paid or payable as a result
of such Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, (iii) amounts required
to be applied to the repayment of indebtedness secured by a lien on the asset or
assets that were the subject of such Asset Sale, and (iv) 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:

                  (1)      as to which neither the Company, any Guarantor, nor
         any Restricted Subsidiary (i) provides credit support of any kind
         (including any undertaking, agreement or instrument that would
         constitute Indebtedness), (ii) is directly liable as a guarantor or
         otherwise, or (iii) constitutes the lender; and

                                       17
<PAGE>

                  (2)      no default with respect to which (including any
         rights that the holders of the Indebtedness may have to take
         enforcement action against an Unrestricted Subsidiary) would permit
         upon notice, lapse of time or both any holder of any other Indebtedness
         (other than the Notes) of the Company, any Guarantor, or any Restricted
         Subsidiary to declare a default on such other Indebtedness or cause the
         payment of such other Indebtedness to be accelerated or payable prior
         to its stated maturity;

                  provided that Performance Guarantees not prohibited under the
High Yield Note Indenture will not cause any such Indebtedness not to be
Non-Recourse Debt.

                  "Note Custodian" means the custodian with respect to any
Global Note appointed by DTC, or any successor Person thereto, and shall
initially be the Trustee.

                  "Note Register" has the meaning assigned to it in Section
2.3(a).

                  "Notes" means any of the Company's 7.5% Subordinated Unsecured
Notes due 2012 issued and authenticated pursuant to this Indenture.

                  "Obligations" means, with respect to any Indebtedness, any
principal, interest (including, without limitation, Post-Petition Interest),
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing such Indebtedness.

                  "Officer" means, when used in connection with any action to be
taken by the Company, the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Financial Officer, any Vice President, the Treasurer,
the Controller or the Secretary of the Company.

                  "Officers' Certificate" means, when used in connection with
any action to be taken by the Company, a certificate signed by two Officers or
by an Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who,
unless otherwise indicated in this Indenture, may be an employee of counsel for
the Company and who shall be reasonably acceptable to the Trustee.

                  "Outstanding Notes" means, as of the date of determination,
all Notes theretofore authenticated and delivered under this Indenture, except:

                  (A) Notes theretofore canceled by the Trustee or delivered to
         the Trustee for cancellation;

                  (B) Notes, or portions thereof, for the payment or redemption
         of which money in the necessary amount has been theretofore deposited
         with the Trustee or any Paying Agent (other than the Company or an
         Affiliate of the Company) in trust or set aside and segregated in trust
         by the Company or an Affiliate of the Company (if the Company or such
         Affiliate of the Company is acting as Paying Agent) for the Holders of
         such Notes; provided that, if Notes (or portions thereof) are to be
         redeemed, notice of such

                                       18
<PAGE>

         redemption has been duly given pursuant to this Indenture or provision
         therefor satisfactory to the Trustee has been made; and

                  (C) Notes which have been surrendered pursuant to Section 2.8
         or in exchange for or in lieu of which other Notes have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Notes in respect of which there shall have been presented to the
         Trustee proof satisfactory to it that such Notes are held by a bona
         fide purchaser in whose hands such Notes are valid obligations of the
         Company,

provided, however, that in determining whether the Holders of the requisite
aggregate principal amount of the Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by the Company, any other obligor of the Notes or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes which a Trust Officer of the Trustee actually
knows to be so owned shall be so disregarded. Notes so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Notes and that the pledgee is not the Company, any other obligor of the
Notes or any Affiliate of the Company or of such other obligor.

                  "Paying Agent" has the meaning assigned to it in Section
2.3(a).

                  "Payment Blockage Notice" has the meaning assigned to it in
Section 10.3(a)(B).

                  "Performance Guaranty" means any agreement entered into by the
Company or any Restricted Subsidiary of the Company under which the Company or
such Restricted Subsidiary (i) guarantees the performance of a Subsidiary of the
Company under a lease or sublease or under a service, management or operating
agreement relating to a Project or (ii) guarantees the performance of CPIH or
any of its Subsidiaries under a lease or sublease or under a service, management
or operating agreement in existence on the Issue Date, as amended or modified on
terms not materially less advantageous to the Company or such Restricted
Subsidiary.

                  "Permitted Business" means any business of the type engaged in
by the Company or any of its Restricted Subsidiaries as of the Issue Date or any
business reasonably related, ancillary or complementary thereto.

                  "Permitted Holders" means (i) DHC and the Management Investors
and (ii) any Related Party of a Person referred to in the immediately preceding
clause (i).

                  "Permitted Investment" means an Investment by the Company or
any Restricted Subsidiary of the Company:

                  (1)      in the Company, a Restricted Subsidiary of the
         Company (other than a Bankrupt Subsidiary) or a Person that will, upon
         the making of such Investment, become a Restricted Subsidiary of the
         Company;

                                       19
<PAGE>

                  (2)      consisting of intercompany loans to Bankrupt
         Subsidiaries, so long as (a) the proceeds of such loans are applied to
         working capital, maintenance, operation, payroll and other liquidity
         requirements in the ordinary course of business of such Bankrupt
         Subsidiaries, and (b) the aggregate amount of such intercompany loans
         outstanding to all Bankrupt Subsidiaries at any time does not exceed
         $3.0 million;

                  (3)      in another Person if as a result of such Investment
         such other Person is merged or consolidated with or into, or transfers
         or conveys all or substantially all its assets to, the Company or a
         Restricted Subsidiary of the Company;

                  (4)      in Cash Equivalents;

                  (5)      in receivables owing to the Company or any Restricted
         Subsidiary of the Company if created or acquired in the ordinary course
         of business and payable or dischargeable in accordance with customary
         trade terms; provided that such trade terms may include such
         concessionary trade terms as the Company or any such Restricted
         Subsidiary deems reasonable under the circumstances;

                  (6)      in payroll, travel and similar advances to employees
         to cover matters that are expected at the time of such advances
         ultimately to be treated as expenses for accounting purposes and that
         are made in the ordinary course of business;

                  (7)      in loans or advances to employees made in the
         ordinary course of business and not exceeding $4.0 million in the
         aggregate outstanding at any one time, of which not more than $2.0
         million shall be for purposes other than employee relocation expenses;

                  (8)      received in settlement of debts created in the
         ordinary course of business and owing to the Company or any Restricted
         Subsidiary or in satisfaction of judgments;

                  (9)      in any Person to the extent such Investment
         represents the non-cash portion of the consideration received for an
         Asset Sale that was made pursuant to and in compliance with Section 3.7
         or a transaction not constituting an Asset Sale by reason of the $10.0
         million threshold contained in the definition thereof;

                  (10)     that constitutes a Hedging Obligation or commodity
         hedging arrangement entered into for bona fide hedging purposes of the
         Company in the ordinary course of business and otherwise in accordance
         with this Indenture;

                  (11)     in securities of any trade creditor, supplier or
         customer received in settlement of obligations or pursuant to any plan
         of reorganization or similar arrangement upon the bankruptcy or
         insolvency of such trade creditor, supplier or customer;

                  (12)     acquired as a result of a foreclosure with respect to
         any secured Investment or other transfer of title with respect to any
         secured Investment in default;

                  (13)     consisting of purchases and acquisitions of
         inventory, supplies, materials, equipment or contract rights or
         licenses or leases of intellectual property, in any case, in the
         ordinary course of business;

                                       20
<PAGE>

                  (14)     consisting of intercompany Indebtedness not
         prohibited under the High Yield Note Indenture;

                  (15)     consisting of a Guarantee not prohibited under the
         High Yield Note Indenture;

                  (16)     the consideration for which consists solely of shares
         of Capital Stock (other than Disqualified Stock) of the Company;

                  (17)     required to be made by the Company and its Restricted
         Subsidiaries under Performance Guarantees not prohibited under the High
         Yield Note Indenture;

                  (18)     deemed to have been made as a result of the
         acquisition of a Person that at the time of such acquisition held
         instruments constituting Investments that were not made or acquired in
         contemplation of such acquisition;

                  (19)     in prepaid expenses and leases, and in utility and
         workers' compensation performance and other similar deposits made in
         ordinary course of business;

                  (20)     in CPIH and its Subsidiaries and in Unrestricted
         Subsidiaries of the Company to fund administrative services including,
         but not limited to, payroll, cash management, administration, billing,
         procurement, and equity investments the Company is required to make in
         CPIH and its Subsidiaries in a net amount not to exceed $20.0 million
         in the aggregate outstanding at any one time;

                  (21)     under the CPIH Reimbursement Agreement or Tax Sharing
         Agreement;

                  (22)     advances by the Company or a Restricted Subsidiary of
         the Company to fund expansion, replacements or improvements in respect
         of a publicly-owned Project, which advances are reimbursable by the
         owner of the Project;

                  (23)     made pursuant to the Plan of Reorganization; and

                  (24)     other Investments having an aggregate fair market
         value (measured on the date each such Investment was made and without
         giving effect to subsequent changes in value) not exceeding $70.0
         million in the aggregate outstanding at any one time.

                  "Permitted Junior Securities" means any securities of the
Company or any other Person that are:

                  (A) common equity securities without special covenants; or

                  (B) unsecured debt securities expressly subordinated in right
         of payment to all Senior Indebtedness (as modified or issued in
         exchange for Senior Indebtedness by the Plan of Reorganization or other
         court order pursuant to which such securities are issued) that may at
         the time be outstanding, to the same extent as, or to a greater extent
         than, the Notes are subordinated as provided in the Indenture, and that
         have a final maturity date

                                       21
<PAGE>

         and a Weighted Average Life to Maturity which is at least one year
         after than the final maturity of all such Senior Indebtedness.

                  "Permitted Refinancing Indebtedness" means any Indebtedness of
the Company or any of its Restricted Subsidiaries incurred or issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew, replace,
defease or refund (A) other Indebtedness of the Company or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that:

                  (1)      the principal amount (or accreted value, if
         applicable) of such Permitted Refinancing Indebtedness does not exceed
         the principal amount (or accreted value, if applicable) of the
         Indebtedness extended, refinanced, renewed, replaced, defeased (whether
         legally or as to covenants only) or refunded (plus all accrued interest
         on such Indebtedness and the amount of all fees, expenses and premiums
         incurred in connection therewith); provided, however, that,
         notwithstanding the foregoing, Permitted Refinancing Indebtedness with
         respect to the Company and its Restricted Subsidiaries of the Existing
         Indebtedness, may be incurred in an amount not in excess of 110% of the
         principal amount of the Indebtedness so extended, refinanced, renewed,
         replaced, defeased or refunded (plus all accrued interest on such
         Indebtedness and the amount of all fees, expenses and premiums incurred
         in connection therewith);

                  (2)      such Permitted Refinancing Indebtedness has a final
         maturity date 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;

                  (3)      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 to the Holders of Notes as those contained in the
         documentation governing the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded; and

                  (4)      such Indebtedness is incurred either by the Company
         or by the Restricted Subsidiary of the Company which is the obligor on
         the Indebtedness being extended, refinanced, renewed, replaced,
         defeased or refunded;

or (B) Limited Recourse Debt or Non-Recourse Debt of municipally-sponsored
privately-owned Projects so long as the terms of such Permitted Refinancing
Indebtedness, taken as a whole, are not materially more restrictive to the
Company and its Subsidiaries.

                  "Person" means an individual, partnership, limited
partnership, corporation, company, limited liability company, unincorporated
organization, trust, joint venture, or governmental agency or political
subdivision thereof.

                  "Plan of Reorganization" means the Debtors' Second Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code, filed with the United
States Bankruptcy Court for the

                                       22
<PAGE>

Southern District of New York on January 14, 2004, as amended pursuant to the
confirmation order thereof dated March 5, 2004.

                  "Post-Petition Interest" means all interest accrued or
accruing after the commencement of any insolvency or liquidation proceeding (and
interest that would accrue but for the commencement of any insolvency or
liquidation proceeding) in accordance with an at the contract rate (including,
without limitation, any rate applicable upon default) specified in the agreement
or instrument creating, evidencing or governing any Indebtedness, whether or
not, pursuant to applicable law or otherwise, the claim for such interest is
allowed as a claim in such insolvency or liquidation proceeding.

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

                  "Project" means any waste-to-energy facility, electrical
generation plant, cogeneration plant, water treatment facility or other facility
for the generation of electricity or engaged in another line of business in
which the Company and its Subsidiaries are permitted to be engaged hereunder for
which a Subsidiary or Subsidiaries of the Company was, is or will be (as the
case may be) an owner, operator, manager or builder, and shall also mean any two
or more of such plants or facilities in which an interest has been acquired in a
single transaction, so long as such interest constitutes an existing Investment
on the Issue Date permitted hereunder; provided however, that a Project shall
cease to be a Project at such time that the Company or any of its Subsidiaries
ceases to have any existing or future rights or obligations (whether direct or
indirect, contingent or matured) associated therewith.

                  "Record Date" has the meaning assigned to it in the Form of
Face of Note contained in Exhibit A.

                  "Redemption Date" means, with respect to any redemption of
Notes, the date fixed for such redemption pursuant to this Indenture and the
Notes.

                  "Registrar" has the meaning assigned to it in Section 2.3(a).

                  "Related Party" means (a) with respect to DHC, (i) any direct
or indirect wholly-owned Subsidiary of DHC, any Approved DHC Investor and any
officer, director or employee of DHC or any wholly-owned Subsidiary of DHC, (ii)
any spouse or lineal descendant (including by adoption and stepchildren) of the
officers, directors and employees referred to in clause (a)(i) of this
definition or (iii) any trust, corporation or partnership 100%-in-interest of
the beneficiaries, stockholders or partners of which consists of one or more of
the persons described in clauses (a)(i) or (a)(ii) of this definition; or (b)
with respect to any Management Investor (i) any spouse or lineal descendant
(including by adoption and stepchildren) of such officer or employee or (ii) any
trust, corporation or partnership 100%-in-interest of the beneficiaries,
stockholders or partners of which consists of such officer or employee, any of
the persons described in clause (b)(i) of this definition or any combination
thereof.

                                       23
<PAGE>

                  "Representative" means any trustee or other authorized agent
or other Representative in any issue of Senior Indebtedness.

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

                  "Restricted Subsidiary" of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Company whereby the Company
transfers such property to a Person and the Company leases it from such Person.

                  "Second Lien Letter of Credit Facility" means the Credit
Agreement, dated as of 10, 2004, by and among the Company, each of its
subsidiaries listed on the signature pages thereof, the financial institutions
listed on the signature pages thereof and Bank One, N.A., as administrative
agent, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended (including any amendment and restatement thereof), modified, renewed,
supplemented, refunded, replaced or refinanced in whole or in part from time to
time, including any agreement extending the maturity of, consolidating or
otherwise restructuring (including adding Subsidiaries of the Company as
additional guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group; provided, however, that in no case shall
any such amendment, modification, renewal, supplementation, refunding,
replacement or refinancing cause the Second Lien Letter of Credit Facility to
fail to comply with clause 3(b) of the definition of Senior Indebtedness,
without regards to the duration of letters of credit issued thereunder.

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

                  "Senior Indebtedness" means, at any date, all Obligations of
the Company under: (1) the Credit Agreements as set forth in the Plan of
Reorganization, (2) the High Yield Notes Documents as set forth in the Plan of
Reorganization, (3) Indebtedness of the Company incurred or issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew, replace,
defease or refund the Credit Agreements and the High Yield Notes Documents,
provided, that (a) if the principal amount of such Indebtedness exceeds the
principal amount of such Indebtedness as set forth in the Plan of Reorganization
(plus all accrued interest on such Indebtedness and the amount of all fees,
expenses and premiums incurred in connection therewith) extended, refinanced,
renewed, replaced, defeased (whether legally or as to covenants only) or
refunded, such excess must fall within the limits set forth under (4) below, and
(b) such Indebtedness has a final Stated Maturity later than the final Stated
Maturity of and has a Weighed 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, and (4) any other
Indebtedness of the Company with a principal amount of up to $50,000,000, that
is designated by its express terms to be senior to the Notes.

                                       24
<PAGE>

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

                  "Special Record Date" has the meaning assigned to it in
Section 2.11(b).

                  "Stated Maturity" means, with respect to any installment of
interest or principal on any Indebtedness, the fixed date on which the payment
of interest or principal is scheduled to be paid in the documentation governing
such Indebtedness, but does not include any contingent obligations to repay,
redeem or repurchase any such interest or principal prior to the fixed date
scheduled for the payment thereof.

                  "Subsidiary" means, with respect to any specified Person:

                  (1)      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 of the
         corporation, association or other business entity is at the time owned
         or controlled, directly or indirectly, by that Person or one or more of
         the other Subsidiaries of that Person (or a combination thereof); and

                  (2)      any partnership (i) the sole general partner or the
         managing general partner of which is such Person or a Subsidiary of
         such Person or (ii) the only general partners of which are that Person
         or one or more Subsidiaries of such Person (or any combination
         thereof);

provided, however, that, except to the extent expressly indicated, the term
"Subsidiary," when used with respect to the Company or its Restricted
Subsidiaries, shall not include CPIH or any of its Subsidiaries.

                  "Tax Sharing Agreement" means the Tax Sharing Agreement among
DHC, the Company and CPIH and any amendments, modifications or extensions
thereof on terms not materially less favorable to the Company and its Restricted
Subsidiaries, taken as a whole, than the terms of such agreement as in effect on
the Issue Date.

                  "TIA" or "Trust Indenture Act" means the Trust Indenture Act
of 1939, as amended, as in effect on the date of this Indenture (except as
otherwise provided in this Indenture).

                  "Trade Payables" means, with respect to any Person, any
accounts payable or any indebtedness or monetary obligation to trade creditors
created, assumed or guaranteed by such Person arising in the ordinary course of
business in connection with the acquisition of goods or services.

                  "Trustee" means the party named as such in the introductory
paragraph of this Indenture until a successor replaces it in accordance with the
terms of this Indenture and, thereafter, means the successor.

                                       25
<PAGE>

                  "Trust Officer" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "Unrestricted Subsidiary" means any Subsidiary of the Company
that is designated by the Board of Directors as an Unrestricted Subsidiary
pursuant to a resolution of the Board of Directors, but only to the extent that
such Subsidiary:

                  (1)      has no Indebtedness other than Non-Recourse Debt;

                  (2)      is not party to any agreement, contract, arrangement
         or understanding with the Company or any Restricted Subsidiary of the
         Company unless the terms of any such agreement, contract, arrangement
         or understanding are not materially less favorable to the Company or
         such Restricted Subsidiary than those that might be obtained at the
         time from Persons who are not Affiliates of the Company;

                  (3)      is a Person with respect to which neither the Company
         nor any of its Restricted Subsidiaries has any direct or indirect
         obligation (i) to subscribe for additional Equity Interests or (ii) to
         maintain or preserve such Person's financial condition or to cause such
         Person to achieve any specified levels of operating results; and

                  (4)      has not guaranteed or otherwise directly or
         indirectly provided credit support for any Indebtedness of the Company
         or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary
will be evidenced by filing with the Trustee a certified copy of the resolution
of the Board of Directors giving effect to such designation and an Officer's
Certificate certifying that such designation complied with the preceding
conditions and was permitted by Section 3.10. If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements to be an Unrestricted
Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary will be
deemed to be incurred by a Restricted Subsidiary of the Company as of such date.
The Board of Directors may at any time designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided that such designation will be deemed to be
an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
will only be permitted if no Default or Event of Default would be in existence
following such designation.

                  "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

                                       26
<PAGE>

                  "U.S. Legal Tender" means such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

                  "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 or comparable governing body of such Person.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                  (1)      the sum of the products obtained by multiplying (i)
         the amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (ii) the number of
         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

                  (2)      the then outstanding principal amount of such
         Indebtedness.

         1.2      Incorporation by Reference of Trust Indenture Act. If any
provision of this Indenture limits, qualifies or conflicts with the duties that
would be imposed by any of Sections 310 to 317 of the TIA through operation of
Section 318(c) thereof on any person if this Indenture were qualified under the
TIA, such imposed duties shall control.

                  "obligor" on the indenture securities means the Company and
any other obligor on the indenture securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined in the TIA by reference to another statute or defined by Rules
or Regulations of the Commission have the meanings assigned to them by such
definitions.

         1.3      Rules of Construction. Unless the context otherwise requires:

         (i)      a term has the meaning assigned to it;

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

         (iii)    "or" is not exclusive;

         (iv)     "including" means including without limitation; and

         (v)      words in the singular include the plural and words in the
plural include the singular.

                                   ARTICLE II

                                    THE NOTES

                                       27
<PAGE>

         2.1      Form and Dating.

         (a)      The Notes will be issued in fully-registered certificated form
without coupons, and only in denominations of $500 and any integral multiple
thereof, and will be issued initially solely in global form. The Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A.

         (b)      The terms and provisions of the Notes, the form of which is in
Exhibit A, shall constitute, and are hereby expressly made, a part of this
Indenture, and, to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture expressly agree to such terms and
provisions and to be bound thereby. Except as otherwise expressly permitted in
this Indenture, all Notes shall be identical in all respects. Notwithstanding
any differences among them, all Notes issued under this Indenture shall vote and
consent together on all matters as one class.

         (c)      The Notes may have notations, legends or endorsements as
specified in Exhibit A or as otherwise required by law, stock exchange rule or
DTC rule or usage. The Company and the Trustee shall approve the form of the
Notes and any notation, legend or endorsement on them. Each Note shall be dated
the date of its authentication.

         2.2      Execution and Authentication.

         (a)      Two 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 the Trustee authenticates the Note, the Note shall be
valid nevertheless.

         (b)      A Note shall not be valid until an authorized signatory of the
Trustee manually authenticates the Note. The signature of the Trustee on a Note
shall be conclusive evidence that such Note has been duly and validly
authenticated and issued under this Indenture.

At any time and from time to time after the execution and delivery of this
Indenture, the Trustee shall authenticate and make available for delivery Notes
upon a written order of the Company signed by two Officers or by an Officer and
either an Assistant Treasurer or an Assistant Secretary of the Company (the
"Company Order"). A Company Order shall specify the amount of the Notes to be
authenticated and the date on which the original issue of Notes is to be
authenticated. The aggregate principal amount that may be authenticated and
delivered under this Indenture is limited up to $50 million, except for Notes
authenticated and delivered in exchange for or in lieu of Notes pursuant to
Sections 2.7, 2.8, 2.9 and 4.7. Other than Notes authenticated and delivered in
exchange for or in lieu of Notes pursuant to Sections 2.7, 2.8, 2.9 and 4.7,
Notes may only be authenticated and delivered to (i) creditors as provided for
under the Plan of Reorganization, (ii) unsecured creditors under the plans of
reorganization of the Bankrupt Subsidiaries or (iii) additional Holders,
provided that, without increasing the maximum aggregate amount of Notes to be
issued under this Indenture above $50 million (x) the Notes issued to any such
additional Holders shall not exceed 20% of the sum of the aggregate amounts
issued under (i) and (ii) above, and (y) in no event shall any such issuances be
made prior to the completion of all issuances of Notes under (i) and (ii) above.

                                       28
<PAGE>

         (c)      The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Company to authenticate the Notes. Unless limited
by the terms of such appointment, any such Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by the Authenticating
Agent.

         2.3      Registrar and Paying Agent.

         (a)      The Company shall maintain an office or agency in the Borough
of Manhattan, City of New York, where Notes may be presented or surrendered for
registration of transfer or for exchange (the "Registrar"), where Notes may be
presented for payment (the "Paying Agent") and for the service of notices and
demands to or upon the Company in respect of the Notes and this Indenture. The
Registrar shall keep a register of the Notes and of their transfer and exchange
(the "Note Register"). The Company may have one or more co-Registrars and one or
more additional paying agents. The term "Paying Agent" includes any additional
paying agent.

         (b)      The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-Registrar not a party to this Indenture,
which shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7. The
Company may act as Paying Agent, Registrar, co-Registrar or transfer agent.

         (c)      The Company initially appoints the Trustee at its Corporate
Trust Office as Registrar, Paying Agent and agent for service of demands and
notices in connection with the Notes and this Indenture, until such time as
another Person is appointed as such.

         2.4      Paying Agent to Hold Money in Trust. The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that such Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all money
held by such Paying Agent for the payment of principal of or interest on the
Notes and shall notify the Trustee in writing of any Default by the Company in
making any such payment. If the Company or an Affiliate of the Company acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
(other than the Trustee) to pay all money held by it to the Trustee and to
account for any funds disbursed by such Paying Agent. Upon complying with this
Section 2.4, the Paying Agent (if other than the Company) shall have no further
liability for the money delivered to the Trustee. Upon any proceeding under any
Bankruptcy Law with respect to the Company or any Affiliate of the Company, if
the Company or such Affiliate is then acting as Paying Agent, the Trustee shall
replace the Company or such Affiliate as Paying Agent.

         2.5      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 Holders. If the Trustee is not the Registrar, or to the extent
otherwise required under the TIA, the Company shall furnish to the Trustee, in
writing at least seven Business Days before each Interest Payment Date

                                       29
<PAGE>

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 Holders.

         2.6      Global Note Provisions.

         (a)      Each Global Note initially shall: (i) be registered in the
name of DTC or the nominee of DTC; (ii) be delivered to the Note Custodian; and
(iii) bear the appropriate legend, as set forth on Exhibit A. Any Global Note
may be represented by more than one certificate. The aggregate principal amount
of each Global Note may from time to time be increased or decreased by
adjustments made on the records of the Note Custodian, as provided in this
Indenture.

         (b)      Members of, or participants in, DTC ("Agent Members") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by DTC or by the Note Custodian under such Global Note, and DTC may
be treated by the Company, the Trustee, the Paying Agent and the Registrar and
any of their agents as the absolute owner of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee, the Paying Agent or the Registrar or any of their agents
from giving effect to any written certification, proxy or other authorization
furnished by DTC or impair, as between DTC and its Agent Members, the operation
of customary practices of DTC governing the exercise of the rights of an owner
of a beneficial interest in any Global Note. The registered Holder of a Global
Note may grant proxies and otherwise authorize any person, including Agent
Members and persons that may hold interests through Agent Members, to take any
action that a Holder is entitled to take under this Indenture or the Notes.

         (c)      Except as provided below, owners of beneficial interests in
Global Notes will not be entitled to receive Certificated Notes. Certificated
Notes shall be issued to all owners of beneficial interests in a Global Note in
exchange for such interests only if:

                           (A)      DTC notifies the Company that it is
                  unwilling or unable to continue as depositary for such Global
                  Note or DTC ceases to be a clearing agency registered under
                  the Exchange Act, at a time when DTC is required to be so
                  registered in order to act as depositary, and in each case a
                  successor depositary is not appointed by the Company within
                  120 days of such notice,

                           (B)      the Company executes and delivers to the
                  Trustee and Registrar an Officers' Certificate stating that
                  such Global Note shall be so exchangeable, or

                           (C)      an Event of Default has occurred and is
                  continuing and the Registrar has received a request from DTC.

In connection with the exchange of an entire Global Note for Certificated Notes
pursuant to this paragraph (c), such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
upon Company Order the Trustee shall authenticate and deliver, to each
beneficial owner identified by DTC in exchange for its beneficial interest in
such Global Note, an equal aggregate principal amount of Certificated Notes of
authorized denominations.

                                       30
<PAGE>

         2.7      Transfer and Exchange.

         (a)      Transfers. Transfers of a Global Note shall be limited to
                  transfers of such Global Note in whole, but not in part, to
                  nominees of DTC or to a successor of DTC or such successor's
                  nominee.

                           (A)      When Notes are presented to the Registrar or
                  a co-Registrar with a request to register the transfer of such
                  Notes or to exchange such Notes for an equal principal amount
                  of Notes of other authorized denominations, the Registrar or
                  co-Registrar shall register the transfer or make the exchange
                  as requested if its requirements for such transaction are met;
                  provided that any Notes presented or surrendered for
                  registration of transfer or exchange shall be duly endorsed or
                  accompanied by a written instrument of transfer in form
                  satisfactory to the Company and the Registrar or co-Registrar,
                  duly executed by the Holder thereof or his attorney duly
                  authorized in writing. To permit registrations of transfers
                  and exchanges and subject to the other terms and conditions of
                  this Article II, the Company will execute and upon Company
                  Order the Trustee will authenticate Notes at the Registrar's
                  or co-Registrar's written request.

                           (B)      No service charge shall be made to a Holder
                  for any registration of transfer or exchange, but the Company
                  may require payment of a sum sufficient to cover any transfer
                  tax, assessments, or similar governmental charge payable in
                  connection therewith (other than any such transfer taxes,
                  assessments or similar governmental charges payable upon
                  exchange or transfer pursuant to Article IV or Section 9.5).

                           (C)      The Registrar or co-Registrar shall not be
                  required to register the transfer of or exchange of any Note
                  for a period beginning: (1) 15 days before the mailing of a
                  notice of an offer to repurchase or redeem Notes and ending at
                  the close of business on the day of such mailing, or (2) 15
                  days before an Interest Payment Date and ending on such
                  Interest Payment Date.

                           (D)      Prior to the due presentation for
                  registration of transfer of any Note, the Company, the
                  Trustee, the Paying Agent, the Registrar or any co-Registrar
                  may deem and treat the person in whose name a Note is
                  registered as the absolute owner of such Note for the purpose
                  of receiving payment of principal of and interest on such Note
                  and for all other purposes whatsoever, whether or not such
                  Note is overdue, and none of the Company, the Trustee, the
                  Paying Agent, the Registrar or any co-Registrar shall be
                  affected by notice to the contrary.

                           (E)      All Notes issued upon any transfer or
                  exchange pursuant to the terms of this Indenture shall
                  evidence the same debt and shall be entitled to the same
                  benefits under this Indenture as the Notes surrendered upon
                  such transfer or exchange.

         (b)      No Obligation of the Trustee. The Trustee shall have no
responsibility or obligation to any beneficial owner of an interest in a Global
Note, an Agent Member or other

                                       31
<PAGE>

Person with respect to the accuracy of the records of DTC or its nominee or of
any participant or member thereof, with respect to any ownership interest in the
Notes or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than DTC) of any notice (including any notice of
redemption) or the payment of any amount or delivery of any Notes (or other
security or property) under or with respect to such Notes. All notices and
communications to be given to the Holders and all payments to be made to Holders
in respect of the Notes shall be given or made only to or upon the order of the
registered Holders (which shall be DTC or its nominee in the case of a Global
Note). The Trustee may rely and shall be fully protected in relying upon
information furnished by DTC with respect to its Agent Members and any
beneficial owners.

         (c)      Retention of Documents. The Registrar and co-Registrar shall
retain copies of all letters, notices and other written communications received
pursuant to this Article II. The Company shall have the right to inspect and
make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar.

         2.8      Mutilated, Destroyed, Lost or Stolen Notes.

         (a)      If a mutilated Note is surrendered to the Registrar or
co-Registrar or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall execute and upon Company Order
the Trustee shall authenticate a replacement Note if the requirements of Section
8-405 of the Uniform Commercial Code are met and the Holder satisfies any other
reasonable requirements of the Trustee and the Company. If required by the
Trustee or the Company, such Holder shall furnish an affidavit of loss and
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-Registrar from any loss that any of them may suffer if a Note is replaced,
and, in the absence of notice to the Company or the Trustee that such Note has
been acquired by a protected purchaser, the Company shall execute and upon
Company Order the Trustee shall authenticate and make available for delivery, in
exchange for any such mutilated Note or in lieu of any such destroyed, lost or
stolen Note, a new Note of like tenor and principal amount, bearing a number not
contemporaneously Outstanding.

         (b)      Upon the issuance of any new Note under this Section 2.8, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

         (c)      Every new Note issued pursuant to this Section 2.8 in exchange
for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, shall
constitute an original additional contractual obligation of the Company and any
other obligor upon the Notes, whether or not the mutilated, destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder.

         2.9      Temporary Notes. Until definitive Notes are ready for
delivery, the Company may execute and upon Company Order the Trustee will
authenticate temporary Notes.

                                       32
<PAGE>

Temporary Notes will be substantially in the form of definitive Notes but may
have variations that the Company considers appropriate for temporary Notes.
Without unreasonable delay, the Company will prepare and execute and upon
Company Order the Trustee will authenticate definitive Notes. After the
preparation of definitive Notes, the temporary Notes will be exchangeable for
definitive Notes upon surrender of the temporary Notes at any office or agency
maintained by the Company for that purpose and such exchange shall be without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes, the Company will execute and upon Company Order the Trustee
will authenticate and make available for delivery in exchange therefor one or
more definitive Notes representing an equal principal amount of Notes. Until so
exchanged, the Holder of temporary Notes shall in all respects be entitled to
the same benefits under this Indenture as a Holder of definitive Notes.

         2.10     Cancellation. The Company at any time may deliver Notes to the
Trustee for cancellation. The Registrar, co-Registrar and the 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 and
dispose of cancelled Notes in accordance with its policy of disposal or return
to the Company all Notes surrendered for registration of transfer, exchange,
payment or cancellation. The Company may not issue new Notes to replace Notes it
has paid or delivered to the Trustee for cancellation for any reason other than
in connection with a transfer or exchange upon Company Order.

         2.11     Defaulted Interest.

         (a)      When any installment of interest becomes Defaulted Interest,
such installment shall forthwith cease to be payable to the Holders in whose
names the Notes were registered on the Record Date applicable to such
installment of interest. Defaulted Interest (including any interest on such
Defaulted Interest) shall be paid by the Company, at its election, as provided
in Sections 2.11(b) or (c).

         (b)      The Company may elect to make payment of any Defaulted
Interest (including any interest on such Defaulted Interest) to the Holders in
whose names the Notes are registered at the close of business on a special
record date for the payment of such Defaulted Interest (a "Special Record
Date"), which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest and interest payable
on such Defaulted Interest, if any, proposed to be paid and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest and interest payable on such Defaulted
Interest, if any, or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Holders entitled to such
Defaulted Interest and interest payable on such Defaulted Interest, if any, as
provided in this Section 2.11(b). Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest, and interest payable on
such Defaulted Interest, if any, which shall be not more than 15 calendar days
and not less than ten calendar days prior to the date of the proposed payment
and not less than ten calendar days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and
interest

                                       33
<PAGE>

payable on such Defaulted Interest, if any, and the Special Record Date therefor
to be sent, first-class mail, postage prepaid, to each Holder at such Holder's
address as it appears in the registration books of the Registrar, not less than
ten calendar days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and interest payable on such Defaulted
Interest, if any, and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest and interest payable on such Defaulted
Interest, if any, shall be paid to the Holders in whose names the Notes are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to Section 2.11(c).

         (c)      Alternatively, the Company may make payment of any Defaulted
Interest (including any interest on such Defaulted Interest) in any other lawful
manner not inconsistent with the requirements of the securities exchange, if
any, on which the Notes are listed if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this Section 2.11(c), such manner of
payment shall be deemed practicable by the Trustee.

                                   ARTICLE III

                                    COVENANTS

         3.1      Payment of Notes.

         (a)      The Company shall pay the principal of and interest (including
Defaulted Interest) on the Notes in U.S. Legal Tender on the dates and in the
manner provided in the Notes and in this Indenture. Prior to 10:00 a.m. New York
City time on each Interest Payment Date and the Maturity Date, the Company shall
deposit with the Paying Agent in immediately available funds U.S. Legal Tender
sufficient to make Cash payments of the principal and interest due on such
Interest Payment Date or Maturity Date, as the case may be. If the Company or an
Affiliate of the Company is acting as Paying Agent, the Company or such
Affiliate shall, prior to 10:00 a.m. New York City time on each Interest Payment
Date and the Maturity Date, segregate and hold in trust U.S. Legal Tender
sufficient to make Cash payments of principal and interest due on such Interest
Payment Date or Maturity Date, as the case may be. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent (other than the Company or an Affiliate of the Company) holds in
accordance with this Indenture U.S. Legal Tender designated for and sufficient
to pay all principal and interest then due and the Trustee or the Paying Agent,
as the case may be, is not prohibited from paying such money to the Holders on
that date pursuant to the terms of this Indenture.

         (b)      Notwithstanding anything to the contrary contained in this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States of
America from principal or interest payments hereunder.

         3.2      Maintenance of Office or Agency.

         (a)      The Company shall maintain each office or agency required
under Section 2.3. The Company will give prompt written notice to the Trustee of
any change in the location of any such office or agency. If at any time the
Company shall fail to maintain any such required office

                                       34
<PAGE>

or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

         (b)      The Company may also from time to time designate one or more
other offices or agencies (in or outside of The City of New York) where the
Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in The City of New York for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and any change in the location of any such other
office or agency.

         3.3      Corporate Existence. The Company will do or cause to be done
all things necessary to preserve and keep in full force and effect

                  (1)      its corporate existence and the corporate,
         partnership or other existence of each of its Restricted Subsidiaries,
         in accordance with the respective or organizational documents (as the
         same may be amended from time to time) of the Company or any such
         Restricted Subsidiary; and

                  (2)      the material rights (charter and statutory), licenses
         and franchises of the Company and its Restricted Subsidiaries;
         provided, however, that the Company shall not be required to preserve
         any such right, license or franchise, of the Company or any of its
         Restricted 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 Restricted Subsidiaries, taken as a
         whole, and that the loss thereof is not materially adverse to the
         Holders of the Notes or such action as is otherwise permitted by this
         Indenture.

         3.4      Compliance Certificate. The Company shall deliver to the
Trustee within 105 days after the end of each Fiscal Year of the Company an
Officers' Certificate that complies with TIA Section 314(a)(4) stating that in
the course of the performance by the signers of their duties as Officers of the
Company they would normally have knowledge of any Default or Event of Default
and whether or not the signers know of any Default or Event of Default that
occurred during such period. If they do, the certificate shall describe the
Default or Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto. The Company also shall comply with any
other applicable requirements of TIA Section 314(a)(4).

         3.5      Further Instruments and Acts. The Company will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper or as the Trustee may reasonably request to carry out more
effectively the purpose of this Indenture.

         3.6      Restricted Payments

         (a)      The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly:

                                       35
<PAGE>

                  (1)      declare or pay any dividend or make any other payment
         or distribution on account of the Company's or any of its Restricted
         Subsidiaries' Equity Interests (including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Company or any of its Restricted Subsidiaries) or to the direct or
         indirect holders of the Company's or any of its Restricted
         Subsidiaries' Equity Interests in their capacity as such (other than
         dividends or distributions payable in Equity Interests (other than
         Disqualified Stock) of the Company and other than dividends or
         distributions payable to the Company or any Restricted Subsidiary);

                  (2)      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 or any direct or indirect parent of the Company held by a
         Person other than the Company or a Restricted Subsidiary of the
         Company;

                  (3)      make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value, any
         Indebtedness that is subordinated by its terms in right of payment to
         the Notes, except payments of interest or principal at the Stated
         Maturity thereof; or

                  (4)      make any Restricted Investment (all such payments and
         other actions set forth in these clauses (1) through (4) being
         collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

                  (5)      no Default or Event of Default has occurred and is
         continuing or would occur as a consequence of such Restricted Payment;

                  (6)      the Company would, at the time of such Restricted
         Payment and after giving pro forma effect thereto as if such Restricted
         Payment had been made at the beginning of the applicable four quarter
         period, have been permitted to incur at least $1.00 of additional
         Indebtedness under the Consolidated Coverage Ratio Test; and

                  (7)      such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the Issue Date (excluding Restricted
         Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9),
         (10), (11) (other than payments with respect to Equity Interests of the
         Company or any of its Restricted Subsidiaries), (12) and (13) of
         Section 3.6(b)), is less than the sum, without duplication, of:

                           (A)      50% of the aggregate Consolidated Net Income
                  of the Company (or, in the event such Consolidated Net Income
                  shall be a deficit, minus 100% of such deficit) accrued for
                  the period beginning on the Issue Date and ending on the last
                  day of the Company's most recent fiscal quarter for which
                  financial information is available to the Company ending prior
                  to the date of such proposed Restricted Payment, taken as one
                  accounting period, plus

                                       36
<PAGE>

                           (B)      100% of the aggregate net cash proceeds
                  received by the Company since the Issue Date (x) from the
                  issue or sale of Equity Interests of the Company (other than
                  Disqualified Stock) or Disqualified Stock or debt or other
                  securities of the Company that have been converted into or
                  exchanged for such Equity Interests (other than (i) Equity
                  Interests (or Disqualified Stock or convertible or
                  exchangeable debt or other securities) sold to a Subsidiary of
                  the Company or any employee stock ownership plan or other
                  trust established by the Company or any of its Subsidiaries
                  for the benefit of its employees to the extent that the
                  purchase by such plan or trust is financed by Indebtedness of
                  such plan or trust owed to the Company or any of its
                  Subsidiaries or Indebtedness guaranteed by the Company or any
                  of its Subsidiaries, and (ii) Disqualified Stock or
                  convertible or exchangeable debt or other securities that have
                  been converted into or exchanged for Disqualified Stock), and
                  (y) as capital contributions from its shareholders, plus ----

                           (C)      to the extent that any Unrestricted
                  Subsidiary is redesignated as a Restricted Subsidiary after
                  the Issue Date, the fair market value of such Subsidiary, as
                  determined by the Board of Directors, as of the date of such
                  redesignation, plus

                           (D)      the sum of (i) the aggregate amount in cash
                  returned to the Company or any of its Restricted Subsidiaries
                  and (ii) the aggregate principal amount of Indebtedness of the
                  Company or any of its Restricted Subsidiaries cancelled, in
                  each case with respect to Restricted Investments made after
                  the Issue Date whether through interest payments, principal
                  payments, dividends, or other distributions or the forgiveness
                  or cancellation of Indebtedness, plus

                           (E)      the net cash proceeds received by the
                  Company or any of its Restricted Subsidiaries from the
                  disposition or sale (other than to a Restricted Subsidiary),
                  or liquidation, retirement or redemption of all or any portion
                  of Restricted Investments made after the Issue Date, plus

                           (F)      the net reduction in Investments in
                  Unrestricted Subsidiaries resulting from payments of
                  dividends, repayments of the principal of loans or advances or
                  other transfers of assets from Unrestricted Subsidiaries to
                  the Company or any of its Restricted Subsidiaries, plus

                           (G)      in the event that the Company or any of its
                  Restricted Subsidiaries makes any Investment in a Person that,
                  as a result of or in connection with such Restricted
                  Investment, becomes a Restricted Subsidiary, an amount equal
                  to such portion of the Company's or any of its Restricted
                  Subsidiaries' existing Investments in such Person that was
                  previously treated as a Restricted Payment.

         (b)      The provisions of Section 3.6(a) will not prohibit:

                  (1)      the payment of any dividend within 60 days after the
         date of declaration of the dividend, if at the date of declaration the
         dividend payment would have complied with the provisions of this
         Indenture; provided, however, that any such dividend will be

                                       37
<PAGE>

         included in the calculation of the amount of Restricted Payments
         (without duplication for declaration);

                  (2)      the making of any Restricted Investment or the
         payment on or with respect to or, the redemption, repurchase,
         retirement, defeasance or other acquisition of any subordinated
         Indebtedness of the Company or any of its Restricted Subsidiaries or of
         any Equity Interests of the Company in exchange for, or out of the net
         cash proceeds of the substantially concurrent sale of, Equity Interests
         of the Company (other than (i) Disqualified Stock and (ii) Equity
         Interests issued or sold to a Restricted Subsidiary of the Company or
         to any employee stock ownership plan or other trust established by the
         Company or any of its Subsidiaries for the benefit of its employees to
         the extent that the purchase by such plan or trust is financed by
         Indebtedness of such plan or trust owed to the Company or any of its
         Subsidiaries or Indebtedness guaranteed by the Company or any of its
         Subsidiaries) or out of the net cash proceeds of substantially
         concurrent capital contributions made to the Company; provided that the
         amount of any such net cash proceeds that are utilized for any such
         Restricted Investment, redemption, repurchase, retirement, defeasance
         or other acquisition will be excluded from clause (7)(B) of Section
         3.6(a);

                  (3)      the defeasance (whether legally or as to covenants
         only), redemption, repurchase or other acquisition of subordinated
         Indebtedness of the Company or any of its Restricted Subsidiaries or
         Disqualified Stock of the Company with the net cash proceeds from an
         incurrence of Permitted Refinancing Indebtedness;

                  (4)      the declaration and payment of any dividend by a
         Restricted Subsidiary of the Company to the holders of such Restricted
         Subsidiary's Equity Interests on a pro rata basis;

                  (5)      the retirement of any shares of Disqualified Stock of
         the Company by conversion into, or by exchange for, shares of
         Disqualified Stock of the Company, or out of the net cash proceeds of
         the substantially concurrent sale (other than to a Restricted
         Subsidiary of the Company) of other shares of Disqualified Stock of the
         Company; provided that the Disqualified Stock of the Company that
         replaces the retired shares of Disqualified Stock of the Company shall
         not require the direct or indirect payment of any liquidation
         preference earlier in time than the final Stated Maturity of the
         retired shares of Disqualified Stock of the Company;

                  (6)      payments required to be made or otherwise
         contemplated pursuant to the Plan of Reorganization;

                  (7)      payments required to be made pursuant to the CPIH
         Reimbursement Agreement, the Corporate Services Reimbursement Agreement
         or Tax Sharing Agreement;

                  (8)      payments in respect of the limited partnership
         interests in Covanta Onondaga Limited Partnership and Covanta
         Huntington Limited Partnership pursuant to the limited partnership
         agreements of such entities as in effect on the Issue Date and as

                                       38
<PAGE>

         amended, modified or extended on terms not materially less favorable to
         the Company and its Restricted Subsidiaries, taken as a whole;

                  (9)      repurchases of Equity Interests deemed to occur upon
         the exercise of stock options if such Equity Interests represent a
         portion of the exercise price thereof;

                  (10)     payments in satisfaction of earn-out and deferred
         purchase price obligations pursuant to agreements relating to the
         acquisition of any Person which, following such acquisition, would be a
         Restricted Subsidiary of the Company;

                  (11)     any Restricted Payments made pursuant to any employee
         benefit plan, arrangement or perquisite (including plans, arrangements
         or perquisites for the benefit of directors) or employment agreements
         or other compensation arrangements, in each case as approved by the
         Board of Directors in its good faith judgment;

                  (12)     the distribution, as a dividend or otherwise, of
         Equity Interests of, or Indebtedness owed to the Company or a
         Restricted Subsidiary of the Company by, any Unrestricted Subsidiary of
         the Company;

                  (13)     payments or distributions to dissenting stockholders
         pursuant to applicable law or pursuant to or in connection with a
         consolidation, merger or transfer of assets that complies with Section
         5.1;

                  (14)     any purchase, redemption, retirement or other
         acquisition for value of any subordinated Indebtedness pursuant to the
         provisions of such Indebtedness relating to a change of control or sale
         of assets; provided that the Company shall have complied with any
         requirement to make a Change of Control Offer or Asset Sale Offer, as
         the case may be, in connection with such change of control or sale of
         assets; and

                  (15)     other Restricted Payments in an aggregate amount not
         to exceed $10.0 million.

         (c)      The amount of all Restricted Payments (other than cash) will
be the fair market value on the date of the Restricted Payment of the assets or
securities proposed to be transferred or issued by the Company or any Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant will be determined, in good faith, by the Board of Directors. The Board
of Directors' determination must be based upon an opinion or appraisal issued by
an accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $15.0 million and if the Restricted Payment is to be
made to an Affiliate of the Company or to the holders of or in respect of any
Equity Interest. Not later than the date of making any Restricted Payment having
a fair market value exceeding $15.0 million, the Company will deliver to the
Trustee an Officer's Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 3.6 (c) were computed, together with a copy of the fairness opinion
or appraisal required by this Indenture. In determining whether any Restricted
Payment is permitted by the covenant described above, the Company may in its
sole discretion allocate all or any portion of such Restricted Payment among the
categories described in the immediately preceding paragraph or among such
categories and

                                       39
<PAGE>

the types of Restricted Payments described in the first paragraph under the
"Restricted Payments" heading above; provided that at the time of such
allocation, all such Restricted Payments, or allocated portions thereof, would
be permitted under the various provisions of the covenant described above.

         3.7      Asset Sales.

         (a)      The Company will not, and will not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless:

                  (1)      the Company (or such Restricted Subsidiary, as the
         case may be) receives consideration at the time of the Asset Sale at
         least equal to the fair market value of the assets or Equity Interests
         issued or sold or otherwise disposed of;

                  (2)      the fair market value is determined by the Board of
         Directors and evidenced by a resolution of the Board of Directors and,
         if such fair market value is in excess of $15.0 million, is set forth
         in an Officer's Certificate delivered to the Trustee; and

                  (3)      at least 75% of the consideration received in the
         Asset Sale by the Company or such Restricted Subsidiary is in the form
         of Cash or Cash Equivalents. For purposes of this clause (3), each of
         the following will be deemed to be Cash:

                           (A)      any liabilities, as shown on the Company's
                  most recent consolidated balance sheet, of the Company or any
                  of its Restricted Subsidiaries (other than contingent
                  liabilities and liabilities that are by their terms
                  subordinated in right of payment to the Notes) that are
                  assumed by the transferee of any such assets pursuant to a
                  customary novation agreement that releases the Company or such
                  Restricted Subsidiary from further liability;

                           (B)      any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee converted by the Company or such Restricted
                  Subsidiary within 90 days into cash or Cash Equivalents, to
                  the extent of the cash and Cash Equivalents received in that
                  conversion; and

                           (C)      any Voting Stock or assets of the kind
                  referred to in clause (2) or (4) of Section 3.7 (b).

         (b)      Within 425 days after the receipt of any Net Proceeds from an
Asset Sale, the Company or such Restricted Subsidiary may, at its option and to
the extent it elects, apply (i) 33% of all such Net Proceeds received after the
Issue Date and until the aggregate Net Proceeds received by the Company and all
of its Restricted Subsidiaries equal $7.5 million, and (ii) thereafter, 100% of
such Net Proceeds:

                  (1)      to repay or cash collateralize Bank Indebtedness and,
         to the extent the Bank Indebtedness repaid is revolving credit
         Indebtedness, to correspondingly reduce commitments with respect
         thereto;

                                       40
<PAGE>

                  (2)      to redeem the High Yield Notes in whole or in part;

                  (3)      to repay any other Senior Indebtedness in whole or in
         part;

                  (4)      to acquire all or substantially all of the assets of,
         or a majority of the Voting Stock of, a Permitted Business, or to make
         a Permitted Investment in another Person that is engaged in a Permitted
         Business;

                  (5)      to make capital expenditures that are used or useful
         in a Permitted Business;

                  (6)      to acquire other assets that are used or useful in a
         Permitted Business; or

                  (7)      any combination of the foregoing;

provided that the Company and any such Restricted Subsidiary will be deemed to
have applied such Net Proceeds in accordance with clause (2) or clause (4) of
this Section 3.7(b) if, within 365 days after the date of such Asset Sale, the
Company or such Restricted Subsidiary shall have entered into, and not abandoned
or rejected, a binding agreement with respect to an acquisition, expenditure or
Investment that would result in such application of such Net Proceeds and that
acquisition, expenditure or Investment is thereafter completed within 455 days
after the date of such Asset Sale.

         (c)      Pending the final application of any Net Proceeds, the Company
may temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

         (d)      Any Net Proceeds from Asset Sales that are not applied or
invested as provided in Section 3.7(b), other than Net Proceeds not required to
be applied or invested in the manner specified in Section 3.7(b), will
constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds
exceeds $15.0 million, the Company will, to the extent permitted under the High
Yield Note Indenture and the Intercreditor Agreement, make an Asset Sale Offer
to all Holders of Notes and to all holders of other Indebtedness that is pari
passu with the Notes containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase or redeem the maximum principal amount of the Notes
and such other pari passu Indebtedness that may be purchased or redeemed out of
the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer will
be equal to 100% of the principal plus accrued and unpaid interest on the Notes
to be purchased, to the date fixed for the closing of such Asset Sale Offer in
accordance with the procedures set forth in this Indenture, and will be payable
in cash. If the date of purchase is on or after an interest record date and on
or before the related Interest Payment Date, accrued and unpaid interest, if
any, will be paid to the Holder in whose name a Note is registered at the close
of business on such record date, and no additional interest will be payable to
Holders who tender pursuant to the Asset Sale Offer. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company and its Restricted
Subsidiaries may use those Excess Proceeds for any purpose not otherwise
prohibited by the High Yield Note Indenture. If the aggregate principal of Notes
and the amount of other pari passu Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes
and such other pari passu Indebtedness to be

                                       41
<PAGE>

purchased or redeemed on a pro rata basis. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds will be reset at zero.

         (e)      The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with Section 4.8 or
this Section 3.7, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
Section 4.8 or this Section 3.7 by virtue of such conflict.

         (f)      Notwithstanding the foregoing, to the extent the Intercreditor
Agreement is in effect, any Asset Sale shall be governed by the terms of the
Intercreditor Agreement to the extent that the applicable terms of this
Indenture are inconsistent therewith. Furthermore, the Company shall not be
required to make any Asset Sale Offer to the extent such offer would be
prohibited by the terms of any Senior Indebtedness.

         3.8      Transactions with Affiliates.

         (a)      The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, 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 of its Affiliates (each, an "Affiliate
Transaction"), unless:

                  (1)      the Affiliate Transaction is on terms that are no
         less favorable to the Company or such Restricted Subsidiary than those
         that would have been obtained in a comparable transaction by the
         Company or such Restricted Subsidiary with an unrelated Person; and

                  (2)      the Company delivers to the Trustee:

                           (A)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $5.0 million, a resolution of the
                  Board of Directors set forth in an Officer's Certificate
                  certifying that such Affiliate Transaction complies with this
                  Section 3.8 and that such Affiliate Transaction has been
                  approved by a majority of the members of the Board of
                  Directors having no personal stake in such Affiliate
                  Transaction; and

                           (B)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $30.0 million, an opinion as to the
                  fairness to the Company and its Restricted Subsidiaries of
                  such Affiliate Transaction from a financial point of view
                  issued by an accounting, appraisal or investment banking firm
                  of national standing.

         (b)      The following transactions will not be deemed to be Affiliate
Transactions and therefore will not be subject to the provisions of Section
3.8(a):

                                       42
<PAGE>

                  (1)      any Restricted Payment permitted to be made pursuant
         to Section 3.6 and any Permitted Investment;

                  (2)      payments made pursuant to the CPIH Reimbursement
         Agreement, the Corporate Services Reimbursement Agreement and the Tax
         Sharing Agreement;

                  (3)      any employment, service or termination agreement
         entered into in the ordinary course of business;

                  (4)      any issuance of Equity Interests (other than
         Disqualified Stock), or other payments, awards or grants in cash,
         Equity Interests (other than Disqualified Stock) or otherwise pursuant
         to, or the funding of, employment arrangements, employee stock options
         and employee stock ownership plans approved by the Board of Directors;

                  (5)      loans or advances to employees of the Company or its
         Subsidiaries in the ordinary course of business permitted by clause (7)
         of the definition of Permitted Investments;

                  (6)      the payment or provision of reasonable fees,
         compensation or employee benefit plans, arrangements or perquisites to,
         and any indemnity provided for the benefit of, directors, officers,
         consultants or employees of the Company or any Subsidiary in the
         ordinary course of business;

                  (7)      any transaction between or among the Company and its
         Restricted Subsidiaries or between Restricted Subsidiaries of the
         Company;

                  (8)      transactions with customers, suppliers, contractors,
         joint venture partners or purchasers or sellers of goods or services,
         in each case which are in the ordinary course of business (including,
         without limitation, pursuant to joint venture agreements) and otherwise
         in compliance with the terms of this Indenture, and which are fair to
         the Company and its Restricted Subsidiaries, as applicable, in the
         reasonable determination of the Board of Directors;

                  (9)      transactions with the Investor Parties pursuant to
         the Indemnification Agreement, the Second Lien Letter of Credit
         Facility and any other agreement in existence on the Issue Date,
         between the Company, DHC or any Investor Party, as such agreement may
         thereafter be amended, modified, restated, renewed, extended,
         refinanced, refunded or replaced, as applicable, on terms not
         materially less favorable to the Company and its Restricted
         Subsidiaries, taken as a whole, than those terms in effect on the Issue
         Date, and any such amendment, modification, restatement, renewal,
         extension, refinancing, refunding or replacement;

                  (10)     transactions with CPIH and its Subsidiaries pursuant
         to agreements in existence or entered into on the Issue Date, as such
         agreements may thereafter be amended, modified, restated, renewed,
         extended, refinanced, refunded or replaced, as applicable, on terms not
         materially less favorable to the Company and its Restricted
         Subsidiaries, taken as a whole, than the terms of such agreements as in
         effect on the Issue

                                       43
<PAGE>

Date, and any such amendment, modification, restatement, renewal, extension,
refinancing, refunding or replacement;

                  (11)     transactions pursuant to any other arrangement,
         contract or agreement in existence on the Issue Date, as such
         arrangement, contract or agreement may thereafter be amended, modified,
         restated, renewed, extended, refinanced, refunded or replaced from time
         to time; provided that any such amendment, modification, restatement,
         renewal, extension, refinancing, refunding or replacement is on terms
         not materially less favorable to the Company and its Restricted
         Subsidiaries, taken as a whole, than the arrangement, contract or
         agreement in existence on the Issue Date; and

                  (12)     sales of Equity Interests, other than Disqualified
         Stock, of the Company to Affiliates of the Company.

         3.9      Offer to Repurchase Upon Change of Control.

         (a)      Subject to the Company's right to redeem the Notes pursuant to
Section 4.1, upon the occurrence of a Change of Control, the Company will make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (in a minimum aggregate principal amount at Stated Maturity of $500 or an
integral multiple of $500) of such Holder's Notes at a purchase price in cash
equal to 101% of the principal of the Notes repurchased plus accrued and unpaid
interest on the Notes repurchased to the date of repurchase (the "Change of
Control Payment"). Within 10 days following any Change of Control, unless the
Company has sent a redemption notice pursuant to Section 4.3 for all of the
Notes, the Company will mail a notice to each Holder describing the transaction
or transactions that constitute the Change of Control and stating:

                  (1)      that the Change of Control Offer is being made
         pursuant to this Section 3.9 and that all Notes tendered will be
         accepted for payment;

                  (2)      the purchase price and the purchase date, which date
         shall be no earlier than 30 days and no later than 60 days after the
         date on which such notice is mailed (the "Change of Control Payment
         Date");

                  (3)      that any Note not tendered will continue to accrue
         interest;

                  (4)      that, unless the Company defaults in the payment of
         the Change of Control Payment, all Notes accepted for payment pursuant
         to the Change of Control Offer will cease to accrue interest after the
         Change of Control Payment Date;

                  (5)      that Holders electing to have any Notes purchased
         pursuant to a Change of Control Offer will be required to surrender the
         Notes, with the form entitled "Option of Holder to Elect Purchase" on
         the reverse of the Notes completed, to the Paying Agent at the address
         specified in the notice prior to the close of business on the third
         Business Day preceding the Change of Control Payment Date;

                  (6)      that Holders will be entitled to withdraw their
         election if the Paying Agent receives, not later than the close of
         business on the second Business Day preceding the Change of Control
         Payment Date, a telegram, telex, facsimile transmission or letter

                                       44
<PAGE>

         setting forth the name of the Holder; the principal amount of Notes
         delivered for purchase, and a statement that such Holder is withdrawing
         his election to have the Notes purchased; and

                  (7)      that Holders whose Notes are being purchased only in
         part will be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered, which unpurchased portion
         must be equal to $500 in principal amount or an integral multiple
         thereof.

         (b)      The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Section 4.8 or this Section 3.9, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 4.8, or this Section 3.9 by virtue of
such conflict.

         (c)      On the Change of Control Payment Date, the Company shall, to
the extent lawful:

                  (1)      accept for payment all Notes or portions thereof
         properly tendered pursuant to the Change of Control Offer;

                  (2)      deposit with the Paying Agent an amount equal to the
         Change of Control Payment in respect of all Notes or portions of Notes
         properly tendered; and

                  (3)      deliver or cause to be delivered to the Trustee the
         Notes properly accepted together with an Officer's Certificate stating
         the aggregate principal amount of Notes or portions of Notes being
         purchased by the Company.

         Any Note so accepted for payment shall cease to accrue interest on and
after the Change of Control Payment Date.

         (d)      The Paying Agent will promptly mail to each Holder of Notes
properly tendered the Change of Control Payment for such Notes, and the Trustee
will promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any; provided that each new Note will be in a
minimum aggregate principal amount of $500 or an integral multiple thereof. If
the Change of Control Payment Date is on or after an interest record date and on
or before the related Interest Payment Date, accrued and unpaid interest, if
any, will be paid to the Holder in whose name a note is registered at the close
of business on such record date, and no additional interest will be payable to
the holders who tender pursuant to the Change of Control Offer. The Company
shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.

         (e)      Notwithstanding anything to the contrary in this Section 3.9,
the Company will not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with

                                       45
<PAGE>

the requirements set forth in this Section 3.9 and purchases all Notes validly
tendered and not withdrawn under the Change of Control Offer.

         3.10     Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary, if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary properly so designated will be deemed
to be an Investment made as of the time of the designation and will reduce the
amount available for Restricted Payments under the first paragraph of Section
3.6 or Permitted Investments, as determined by the Company. Such a designation
will only be permitted if the Investment would be permitted at that time and if
the Restricted Subsidiary otherwise meets the criteria for being an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default.

                                   ARTICLE IV

                          OPTIONAL REDEMPTION OF NOTES

         4.1      Optional Redemption. The Company may redeem the Notes, as a
whole or from time to time in part, subject to the conditions and at 100% of the
outstanding principal amount thereof.

         4.2      Election to Redeem. The Company shall evidence its election to
redeem any Notes pursuant to Section 4.1 by a Board Resolution.

         4.3      Notice of Redemption.

         (a)      The Company shall give or cause the Trustee to give notice of
redemption, in the manner provided for in Section 11.2, not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Notes to be
redeemed. If the Company itself gives the notice, it shall also deliver a copy
to the Trustee.

         (b)      If either (i) the Company is not redeeming all Outstanding
Notes, or (ii) the Company elects to have the Trustee give notice of redemption,
then the Company shall deliver to the Trustee, at least 45 days prior to the
Redemption Date (unless the Trustee is satisfied with a shorter period), an
Officers' Certificate requesting that the Trustee select the Notes to be
redeemed and/or give notice of redemption and setting forth the information
required by paragraph (c) of this Section 4.3 (with the exception of the
identification of the particular Notes, or portions of the particular Notes, to
be redeemed in the case of a partial redemption). If the Company elects to have
the Trustee give notice of redemption, the Trustee shall give the notice in the
name of the Company and at the Company's expense.

         (c)      All notices of redemption shall state:

                           (A)      the Redemption Date,

                                       46
<PAGE>

                           (B)      the redemption price and the amount of any
                  accrued interest payable as provided in Section 4.6,

                           (C)      whether or not the Company is redeeming all
                  Outstanding Notes,

                           (D)      if the Company is not redeeming all
                  Outstanding Notes, the aggregate principal amount of Notes
                  that the Company is redeeming and the aggregate principal
                  amount of Notes that will be Outstanding after the partial
                  redemption, as well as the identification of the particular
                  Notes, or portions of the particular Notes, that the Company
                  is redeeming,

                           (E)      if the Company is redeeming only part of a
                  Note, the notice that relates to that Note shall state that on
                  and after the Redemption Date, upon surrender of that Note,
                  the Holder will receive, without charge, a new Note or Notes
                  of authorized denominations for the principal amount of the
                  Note remaining unredeemed,

                           (F)      that on the Redemption Date the redemption
                  price and any accrued interest payable to the Redemption Date
                  as provided in Section 4.6 will become due and payable in
                  respect of each Note, or the portion of each Note, to be
                  redeemed, and, unless the Company defaults in making the
                  redemption payment, that interest on each Note, or the portion
                  of each Note, to be redeemed, will cease to accrue on and
                  after the Redemption Date,

                           (G)      the place or places where a Holder must
                  surrender the Holder's Notes for payment of the redemption
                  price, and

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

         4.4      Selection of Notes to Be Redeemed in Part.

         (a)      If there is more than one Holder of the Notes and if the
Company is not redeeming all Outstanding Notes, the Trustee shall select the
Notes to be redeemed 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 then listed on a national securities exchange, by lot. The Trustee
shall make the selection 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 Notes selected for partial
redemption, the principal amount of the Notes to be redeemed. In the event of a
partial redemption by lot, the Trustee shall select the particular Notes to be
redeemed not less than 30 nor more than 60 days prior to the relevant Redemption
Date from the Outstanding Notes not previously called for redemption. The
Company may redeem Notes in denominations of $500 only in whole. The Trustee may
select for redemption portions (equal to $500 or any integral multiple of $500)
of the principal of Notes that have denominations larger than $500.

                                       47
<PAGE>

         (b)      For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to redemption of Notes shall relate,
in the case of any Note redeemed or to be redeemed only in part, to the portion
of the principal amount of that Note which has been or is to be redeemed.

         4.5      Deposit of Redemption Price. Prior to 10:00 a.m. New York City
time on the relevant Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate
and hold in trust as provided in Section 2.4) an amount of money in immediately
available funds sufficient to pay the redemption price of, and accrued interest
on, all the Notes that the Company is redeeming on that date.

         4.6      Notes Payable on Redemption Date. If the Company, or the
Trustee on behalf of the Company, gives notice of redemption in accordance with
this Article IV, the Notes, or the portions of Notes, called for redemption,
shall, on the Redemption Date, become due and payable at the redemption price
specified in the notice (together with accrued interest, if any, to the
Redemption Date), and from and after the Redemption Date (unless the Company
shall default in the payment of the redemption price and accrued interest) the
Notes or the portions of Notes called for redemption shall cease to bear
interest. Upon surrender of any Note for redemption in accordance with the
notice, the Company shall pay the Notes at the redemption price, together with
accrued interest, if any, to the Redemption Date (subject to the rights of
Holders of record on the relevant record date to receive interest due on the
relevant Interest Payment Date). If the Company shall fail to pay any Note
called for redemption upon its surrender for redemption, the principal shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Notes.

         4.7      Unredeemed Portions of Partially Redeemed Note. Upon surrender
of a Note that is to be redeemed in part, the Company shall execute, and the
Trustee shall authenticate and make available for delivery to the Holder of the
Note at the expense of the Company, a new Note or Notes, of any authorized
denomination as requested by the Holder, in an aggregate principal amount equal
to, and in exchange for, the unredeemed portion of the principal of the Note
surrendered, provided that each new Note will be in a principal amount of $500
or integral multiple of $500.

         4.8      Offer to Purchase by Application of Excess Proceeds.

         (a)      In the event that, pursuant to Section 3.7, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it will follow the procedures specified below.

         (b)      Subject to the Intercreditor Agreement and the High Yield
Notes Indenture, the Asset Sale Offer shall be made to all Holders and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer
will remain open for a period of at least 20 Business Days following its
commencement and not more than 30 Business Days, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
three Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company will apply all Excess Proceeds (the "Offer Amount")

                                       48
<PAGE>

to the purchase or redemption of Notes and such other pari passu Indebtedness
containing provisions similar to this Section 4.8 (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Notes and
other Indebtedness tendered in response to the Asset Sale Offer. Payment for any
Notes so purchased will be made in the same manner as interest payments are
made.

         (c)      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 will 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 will be
payable to Holders who tender Notes pursuant to the Asset Sale Offer.

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

                  (1)      that the Asset Sale Offer is being made pursuant to
         this Section 4.8 and Section 3.7 and the length of time the Asset Sale
         Offer will remain open;

                  (2)      the Offer Amount, the offer price and the Purchase
         Date;

                  (3)      that any Note not tendered or accepted for payment
         will continue to accrue interest;

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

                  (5)      that Holders electing to have a Note purchased
         pursuant to an Asset Sale Offer may elect to have Notes purchased in
         integral multiples of $500 of principal at Stated Maturity only;

                  (6)      that Holders electing to have a Note purchased
         pursuant to any Asset Sale Offer will 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;

                  (7)      that Holders will 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;

                  (8)      that, if the aggregate purchase or redemption price
         of Notes and other pari passu Indebtedness surrendered by Holders
         exceeds the Offer Amount, the Company will

                                       49
<PAGE>

         select the Notes and other pari passu Indebtedness to be purchased or
         redeemed on a pro rata basis based on the principal amount of the Notes
         and principal of such other pari passu Indebtedness surrendered (with
         such adjustments as may be deemed appropriate by the Company so that
         only Notes in denominations of $500 of principal at Stated Maturity, or
         integral multiples thereof, will be purchased); and

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

         (e)      On or before the Purchase Date, the Company will, 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 will deliver to the Trustee an Officer's Certificate stating that
such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 4.8. The Company, the depositary or
the Paying Agent, as the case may be, will 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 will promptly issue a new
Note, and the Trustee, upon written request from the Company will authenticate
and mail or deliver such new Note to such Holder, in a principal amount at
Stated Maturity equal to that of 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 will publicly announce the
results of the Asset Sale Offer on the Purchase Date.

         (f)      Other than as specifically provided in this Section 4.8, any
purchase pursuant to this Section 4.8 shall be made in accordance with the
provisions of Sections 4.3 through 4.7.

         (g)      The Company shall not be required to make any Asset Sale Offer
to the extent such offer would be prohibited by the terms of any Senior
Indebtedness or the Intercreditor Agreement.

                                   ARTICLE V

                                    SUCCESSOR

         5.1      Merger, Consolidation, or Sale of Assets.

         (a)      The Company shall not, directly or indirectly: (1) consolidate
or merge with or into another Person (whether or not the Company is the
surviving corporation); or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person; unless:

                  (1)      either: (a) the Company is the surviving corporation;
         or (b) the Person formed by or surviving any such consolidation or
         merger (if other than the Company) or to which such sale, assignment,
         transfer, conveyance or other disposition has been made

                                       50
<PAGE>

         is a Person organized or existing under the laws of the United States,
         any state of the United States or the District of Columbia;

                  (2)      the Person formed by or surviving any such
         consolidation or merger (if other than the Company) or the Person to
         which such sale, assignment, transfer, conveyance or other disposition
         has been made assumes all the obligations of the Company under the
         Notes and this Indenture, pursuant to a supplemental indenture or other
         agreements reasonably satisfactory to the Trustee;

                  (3)      immediately after giving effect to such transaction
         no Default or Event of Default exists;

                  (4)      the Company or the Person formed by or surviving any
         such consolidation or merger (if other than the Company), or to which
         such sale, assignment, transfer, conveyance or other disposition has
         been made shall, on the date of such transaction after giving pro forma
         effect thereto and any related financing transactions as if the same
         had occurred at the beginning of the applicable four-quarter period,
         (i) be permitted to incur at least $1.00 of additional Indebtedness
         under the Consolidated Coverage Ratio Test or (ii) (A) would have a
         Consolidated Coverage Ratio greater than the Consolidated Coverage
         Ratio of the Company immediately prior to such transaction and without
         taking into account such transaction and any related financing
         transactions and (B) has received and delivered to the Trustee letters
         from Moody's and S&P stating that the High Yield Notes (if any are
         outstanding at that time), after giving effect to such transaction and
         any related financing transactions, will be rated at least "Ba1" and
         "BB" by such agencies, respectively; and

                  (5)      the Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such supplemental indenture, if
         any, comply with this Indenture.

         (b)      In addition, the Company shall not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. This Section 5.1 will not prohibit
(i) any sale, assignment, transfer, conveyance or other disposition of assets
between or among the Company and any Restricted Subsidiary, (ii) any Restricted
Subsidiary from consolidating with, merging into or transferring all or part of
its assets to the Company, or (iii) the Company from merging with an Affiliate
incorporated solely for the purpose of reincorporating the Company in another
jurisdiction to realize tax or other benefits.

         (c)      In the event of any transaction (other than a lease) described
in and complying with the conditions listed in the immediately preceding
paragraph in which the Company is not the surviving Person and the surviving
Person is to assume all the obligations of the Company under the Notes and this
Indenture pursuant to a supplemental indenture, such surviving Person shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company, and the Company would be discharged from its obligations under this
Indenture and the Notes.

         5.2      Successor Corporation Substituted.

                                       51
<PAGE>

         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 a transaction that is subject to, and that complies with the
provisions of, Section 5.1, 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 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 and premium, if any, on, the Notes except in the case
of a sale of all of the Company's assets in a transaction that is subject to,
and that complies with the provisions of, Section 5.1.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

         6.1      Events of Default.

         (a)      Each of the following is an "Event of Default":

                           (A)      default in the payment when due of the
                  principal of any Notes, including the failure to make a
                  required payment to purchase Notes tendered pursuant to an
                  optional redemption, except if the Company is prohibited from
                  making such payment pursuant to Section 10.3 and for five
                  Business Days after the relevant prohibition is terminated;

                           (B)      default for 30 days or more in the payment
                  when due of interest on any Notes, except if the Company is
                  prohibited from making such payment pursuant to Section 10.3
                  and for five Business Days after the relevant prohibition is
                  terminated;

                           (C)      the failure to perform or comply with any
                  other covenant or agreement contained in the Indenture or in
                  the Notes for 60 days or more after written notice to the
                  Company from the Trustee or the Holders of at least 25% in
                  aggregate principal amount of the Outstanding Notes;

                           (D)      a Bankruptcy Event of Default; and

                           (E)      default by the Company under any
                  Indebtedness which results in the acceleration of such
                  Indebtedness prior to its Stated Maturity and the principal or
                  accreted amount of Indebtedness at the relevant time
                  aggregates $20 million or more.

The foregoing will constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by
operation of law or pursuant

                                       52
<PAGE>

to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body.

         (b)      The Company shall deliver to the Trustee upon becoming aware
of any Default or Event of Default written notice in the form of an Officers'
Certificate of any Default or Event of Default, their status and what action the
Company proposes to take in respect thereof.

         6.2      Acceleration.

         (a)      If an Event of Default (other than an Event of Default
specified in Section 6.1(a)(D) above) shall occur and be continuing, the Trustee
or the Holders of at least 25% in principal amount of Outstanding Notes may
declare the unpaid principal of and accrued and unpaid interest on all the Notes
to be immediately due and payable by notice in writing to the Company and the
Trustee specifying the Event of Default and that it is a "notice of
acceleration." If an Event of Default specified in Section 6.1(a)(D) above
occurs with respect to the Company, then the unpaid principal of and accrued and
unpaid interest on all the Notes will become immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

         (b)      At any time after a declaration of acceleration with respect
to the Notes as described in Section 6.2(a), the Holders of a majority in
aggregate principal amount of the Outstanding Notes may rescind and cancel such
declaration and its consequences:

                           (A)      if the rescission would not conflict with
                  any judgment or decree;

                           (B)      if all existing Events of Default have been
                  cured or waived, except nonpayment of principal or interest
                  that has become due solely because of the acceleration; and

                           (C)      if the Company has paid the Trustee its
                  reasonable compensation and reimbursed the Trustee for its
                  reasonable expenses, disbursements and advances.

No rescission shall affect any subsequent Default or impair any rights relating
thereto.

         6.3      Other Remedies.

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

         (b)      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 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. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

                                       53
<PAGE>

         6.4      Waiver of Past Defaults. The Holders of not less than a
majority in principal of the aggregate principal amount of the Outstanding Notes
may waive any existing Default or Event of Default under the Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any Notes.

         6.5      Control by Majority. The Holders of a majority in aggregate
principal amount of the Outstanding Notes may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. Subject to Sections 7.1
and 7.2, however, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture unless the Holders have offered to the Trustee
reasonable indemnity; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction.

         6.6      Limitation on Suits. No Holder of any Notes will have any
right to institute any proceeding with respect to the Indenture or for any
remedy thereunder, unless:

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

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

         (c)      such Holders of the Notes provide to the Trustee satisfactory
indemnity;

         (d)      the Trustee does not comply with the request delivered in
clause (b) within 60 days; and

         (e)      during such 60 day period the Holders of a majority in
aggregate principal amount of the Outstanding Notes do not give the Trustee a
written direction which, in the opinion of the Trustee, is inconsistent with the
request.

         6.7      Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture (including, without limitation, Section 6.6),
the right of any Holder to receive payment of principal of or interest on the
Notes held by such Holder, on or after the respective due dates, Redemption
Dates or repurchase date expressed in this Indenture or the Notes, 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.

         6.8      Collection Suit by Trustee. If an Event of Default specified
in Sections 6.1(a)(A) and 6.1(a)(B) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with applicable
interest on any overdue principal and, to the extent lawful, interest on overdue
interest) and the amounts provided for in Section 7.7.

         6.9      Trustee May File Proofs of Claim, etc.

                                       54
<PAGE>

         (a)      The Trustee may (irrespective of whether the principal of the
Notes is then due):

                           (A)      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 and the Holders under this Indenture
                  and the Notes allowed in any bankruptcy, insolvency,
                  liquidation or other judicial proceedings relative to the
                  Company or its respective creditors or properties; and

                           (B)      collect and receive any moneys or other
                  property payable or deliverable in respect of any such claims
                  and distribute them in accordance with this Indenture.

Any receiver, trustee, liquidator, sequestrator (or other similar official) in
any such 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, taxes, disbursements and advances
of the Trustee, its agent and counsel, and any other amounts due to the Trustee
pursuant to Section 7.7.

         (b)      Nothing in this Indenture 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 thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.

         6.10     Priorities. If the Trustee collects any money or property
pursuant to this Article VI, it shall pay out the money or property in the
following order:

                  FIRST:  to the Trustee for amounts due under Section 7.7;

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

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

The Trustee may, upon notice to the Company, fix a record date and payment date
for any payment to Holders pursuant to this Section 6.10.

         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 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 6.11 does not apply to a suit by the Trustee, a
suit by the Company, a suit by a Holder pursuant to Section 6.7 or a suit by
Holders of more than 10% in principal amount of Outstanding Notes.

                                       55
<PAGE>

                                   ARTICLE VII

                                     TRUSTEE

         7.1      Duties of Trustee.

         (a)      If a Default or an Event of Default has occurred and is
continuing, the Trustee shall exercise 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 person would exercise or use under the circumstances in the conduct of
such person's own affairs.

         (b)      Except during the continuance of a Default or an Event of
Default actually known to the Trustee:

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

                           (B)      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, in the case of any such certificates or opinions
                  which by any provisions hereof are specifically required to be
                  furnished to the Trustee, the Trustee shall examine such
                  certificates and opinions to determine whether or not they
                  conform to the requirements of this Indenture.

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

                           (A)      this paragraph (c) does not limit the effect
                  of paragraph (b) of this Section 7.1;

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

                           (C)      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
                  Sections 6.2, 6.4 or 6.5.

         (d)      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.

         (e)      Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

                                       56
<PAGE>

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

         (g)      Every provision of this Indenture that in any way relates to
the Trustee is subject to the provisions of this Article VII and to the
provisions of the TIA.

         (h)      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.

         (i)      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
security or indemnity satisfactory to the Trustee against the costs, expenses
(including reasonable attorneys' fees and expenses) and liabilities that might
be incurred by it in compliance with such request or direction.

         7.2      Rights of Trustee. Subject to Section 7.1:

         (a)      The Trustee may rely on any document reasonably 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 at the
direction of the Company, 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 an Officers' Certificate or Opinion
of Counsel.

         (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 which it believes to be authorized or within its
rights or powers; provided, however, that the Trustee's conduct does not
constitute willful misconduct or negligence.

         (e)      The Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Notes shall be full and complete authorization and protection
from liability in respect to any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such
counsel.

         (f)      If the Trustee shall determine, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney.

         (g)      The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Trust Officer of the Trustee has actual knowledge
thereof or unless written notice of any

                                       57
<PAGE>

event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Notes and
this Indenture.

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

         (i)      The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

         7.3      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 of its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar or co-Registrar may do
the same with like rights. However, the Trustee must comply with Sections 7.10
and 7.11.

         7.4      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 in any other document in connection with the sale of
the Notes or pursuant to this Indenture other than the Trustee's certificate of
authentication.

         7.5      Notice of Defaults. If a Default or Event of Default occurs
and is continuing and if the Trustee has actual knowledge thereof, the Trustee
shall mail to each Holder as their names and addresses appear on the Holder list
described in Section 2.5, notice of the Default or Event of Default within 90
days after the occurrence thereof. Except in the case of a Default or Event of
Default in payment of principal of or interest on any Note, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of the Holders.

         7.6      Reports by Trustee to Holders. The Trustee shall comply with
TIA Section 313. The Company agrees to notify promptly the Trustee whenever the
Notes become listed on any stock exchange and of any delisting thereof.

         7.7      Compensation and Indemnity.

         (a)      The Company shall pay to the Trustee, from time to time,
reasonable compensation for its acceptance of this Indenture and services
hereunder as the Company and the Trustee shall from time to time agree in
writing. 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 upon request for all reasonable out-of-pocket expenses incurred or made

                                       58
<PAGE>

by it, including costs of collection, costs of preparing and reviewing reports,
certificates and other documents, costs of preparation and mailing of notices to
Holders and reasonable costs of counsel retained by the Trustee in connection
with the delivery of an Opinion of Counsel or otherwise, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts.

         (b)      The Company shall indemnify the Trustee, and hold it harmless,
against any and all loss, liability or expense (including reasonable attorneys'
fees and expenses) incurred by it without negligence, willful misconduct or bad
faith on its part in connection with the acceptance and administration of this
trust and the performance of its duties hereunder, including the costs and
expenses of enforcing this Indenture (including this Section 7.7) and of
defending itself against any claims (whether asserted by any Holder, the Company
or otherwise). 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 may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel. The Company need not pay
for any settlement made without its consent, which consent shall not be
unreasonably withheld. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the
Trustee's own negligence, willful misconduct or bad faith.

         (c)      To secure the Company's payment obligations in this Section
7.7, the Trustee shall have a lien prior to the Notes on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Notes. Such lien shall survive the
satisfaction and discharge of this Indenture. The Trustee's right to receive
payment of any amounts due under this Section 7.7 shall not be subordinate to
any other liability or indebtedness of the Company.

         (d)      The Company's payment obligations pursuant to this Section 7.7
shall survive the discharge of this Indenture and the resignation or removal of
the Trustee. When the Trustee incurs expenses (including the fees and expenses
of its agents and counsel) after the occurrence of a Bankruptcy Event of
Default, the expenses are intended to constitute expenses of administration
under any Bankruptcy Law and shall be preferred over Holders in a proceeding
under any Bankruptcy Law; provided, however, that this shall not affect the
Trustee's rights as set forth in this Section 7.7 or Section 6.10.

         7.8      Replacement of Trustee.

         (a)      The Trustee may resign at any time by so notifying the
Company. The Holders of a majority in principal amount of the Outstanding Notes
may remove the Trustee by so notifying the Trustee and may appoint a successor
Trustee reasonably acceptable to the Company. The Company shall remove the
Trustee if:

                           (A)      the Trustee fails to comply with Section
                  7.10;

                           (B)      the Trustee is adjudged bankrupt or
                  insolvent;

                                       59
<PAGE>

                           (C)      a receiver or other public officer takes
                  charge of the Trustee or its property; or

                           (D)      the Trustee otherwise becomes incapable of
                  acting.

         (b)      If the Trustee resigns or is removed by the Company or by the
Holders of a majority in principal amount of the Outstanding Notes and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of the Trustee for any reason (the Trustee in such event
being referred to herein as the retiring Trustee), the Company shall promptly
appoint a successor Trustee.

         (c)      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. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided that all sums owing to
the Trustee hereunder have been paid and subject to the lien provided for in
Section 7.7.

         (d)      If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Outstanding Notes may petition, at the
Company's expense, any court of competent jurisdiction for the appointment of a
successor Trustee.

         (e)      If the Trustee fails to comply with Section 7.10, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         (f)      Notwithstanding the replacement of the Trustee pursuant to
this Section 7.8, the Company's obligations under Section 7.7 shall continue for
the benefit of the retiring Trustee.

         7.9      Successor Trustee by Merger.

         (a)      If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or
transferee corporation without any further act shall be the successor Trustee.

         (b)      In case at the time such successor or successors to the
Trustee shall succeed to the trusts created by this Indenture, any of the Notes
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor trustee,
and deliver such Notes so authenticated; and in case at that time any of the
Notes shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Trustee shall have.

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<PAGE>

         7.10     Eligibility; Disqualification. The Trustee shall at all times
satisfy the requirements of TIA Section 310(a). The Trustee shall comply with
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

         7.11     Preferential Collection of Claims Against Company. The Trustee
shall comply with TIA Section 311(a), excluding any creditor relationship listed
in TIA Section 311(b). A Trustee who has resigned or been removed shall be
subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

         8.1      Satisfaction and Discharge. The Indenture will be discharged
and will cease to be of further effect (except as to surviving rights or
registration of transfer or exchange of the Notes, as expressly provided for in
the Indenture) as to all Outstanding Notes when:

         (a)      either:

                           (A)      all the Notes theretofore executed,
                  authenticated and delivered (except lost, stolen or destroyed
                  Notes which have been replaced or paid and Notes for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust) have been
                  delivered to the Trustee for cancellation, or

                           (B)      all Notes not theretofore delivered to the
                  Trustee for cancellation have become due and payable, and the
                  Company has irrevocably deposited or caused to be deposited
                  with the Trustee to be held in trust U.S. Legal Tender or U.S.
                  Government Obligations sufficient, without consideration of
                  any reinvestment of interest, to pay and discharge the entire
                  indebtedness on the Notes not theretofore delivered to the
                  Trustee for cancellation, for principal of and interest on the
                  Notes to the date of deposit, together with irrevocable
                  instructions from the Company directing the Trustee to apply
                  such funds to the payment;

         (b)      the Company has paid all other sums payable under this
Indenture and the Notes by the Company; and

         (c)      the Company has delivered to the Trustee an Officers'
Certificate stating that all conditions under this Indenture relating to the
satisfaction and discharge of this Indenture have been complied with.

         8.2      Survival of Obligations.Notwithstanding Section 8.1, the
Company's obligations in Sections 6.7 and 7.8 and this Article VIII shall
survive until the Notes are paid in full.

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                                   ARTICLE IX

                                   AMENDMENTS

         9.1      Without Consent of Holders.

         (a)      The Company and the Trustee may amend this Indenture or the
Notes without notice to or consent of any Holder:

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

                           (B)      to provide for uncertificated Notes in
                  addition to or in place of certificated Notes; provided,
                  however, that the uncertificated Notes are issued in
                  registered form for purposes of Section 163(f) of the Code;

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

                           (D)      to comply with any requirements of the
                  Commission in connection with qualifying this Indenture under
                  the TIA;

                           (E)      to add a guarantor for the Notes; or

                           (F)      to make any change that does not adversely
                  affect the rights of any Holder in any material respect.

         (b)      After an amendment under this Section 9.1 becomes effective,
the Company shall mail to Holders a notice briefly describing such amendment.
The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.1.

         9.2      With Consent of Holders.

         (a)      The Company and the Trustee may amend this Indenture or the
Notes without notice to any Holder but with the written consent of the Holders
of at least a majority in principal amount of the Outstanding Notes (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes). However, without the consent of each
Holder affected, an amendment may not:

                           (A)      reduce the amount of Notes whose Holders
                  must consent to an amendment or waiver (including, without
                  limitation, an amendment or waiver of this Section 9.2(a));

                           (B)      reduce the rate of or change or have the
                  effect of changing the time for payment of interest, including
                  Defaulted Interest, on any Notes;

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<PAGE>

                           (C)      reduce the principal of or change or have
                  the effect of changing the fixed maturity of any Notes, or
                  change the date on which any Notes may be subject to
                  redemption, or reduce the redemption price therefor;

                           (D)      make any Notes payable in money other than
                  that stated in the Notes; or

                           (E)      make any change in the provisions of this
                  Indenture entitling each Holder to receive payment of
                  principal of and interest on such Notes on or after the due
                  date thereof or to bring suit to enforce such payment, or
                  permitting Holders of a majority in principal amount of
                  Outstanding Notes to waive Defaults or Events of Default.

         (b)      It shall not be necessary for the consent of the Holders under
this Section 9.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         (c)      After an amendment, supplement or waiver under this Section
9.2 becomes effective, the Company shall mail to Holders a notice briefly
describing such amendment, supplement or waiver. The failure to give such notice
to all Holders, or any defect therein, shall not impair or affect the validity
of an amendment, supplement or waiver under this Section 9.2.

         (d)      An amendment, supplement or waiver under Section 8.1 and this
Section 9.2 may not make any change that adversely affects the rights under
Article X of any holder of Senior Indebtedness then outstanding unless the
holders of all such Senior Indebtedness (or any Representative thereof
authorized to give a consent) consent to such change.

         9.3      Compliance with Trust Indenture Act. Every amendment to this
Indenture or the Notes shall comply with the TIA as then in effect.

         9.4      Revocation and Effect of Consents and Waivers.

         (a)      A consent to an amendment, supplement or waiver by a Holder of
a Note shall bind the Holder and every subsequent Holder of that Note or portion
of the Note that evidences the same debt as the consenting Holder's Note, even
if notation of the consent or waiver is not made on the Note. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Note or portion of the Note if the Trustee receives the notice of revocation
before the date the amendment, supplement or waiver becomes effective. After an
amendment, supplement or waiver becomes effective, it shall bind every Holder,
except as otherwise provided in this Article IX. An amendment, supplement or
waiver shall become effective upon receipt by the Trustee of the requisite
number of written consents under Section 9.2.

         (b)      The Company may, but shall not be obligated to, fix a record
date, which need not be the date provided in TIA Section 316(c) to the extent it
would otherwise be applicable, for the purpose of determining the Holders
entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date
is fixed, then notwithstanding the immediately preceding paragraph, those
Persons who were

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<PAGE>

Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.

         9.5      Notation on or Exchange of Notes. If an amendment or
supplement changes the terms of a Note, the Trustee may require the Holder of
the Note to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Note regarding the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note will execute and upon Company Order the Trustee will
authenticate a new Note that reflects the changed terms. Failure to make the
appropriate notation or to issue a new Note shall not affect the validity of
such amendment or supplement.

         9.6      Trustee to Sign Amendments and Supplements. The Trustee shall
sign any amendment or supplement authorized pursuant to this Article IX if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing such amendment or supplement the Trustee shall be
entitled to receive indemnity reasonably satisfactory to it and to receive, and
(subject to Sections 7.1 and 7.2) shall be fully protected in relying upon, such
evidence as it deems appropriate, including, without limitation, solely on an
Opinion of Counsel stating that such amendment or supplement is authorized or
permitted by this Indenture.

                                   ARTICLE X

                           SUBORDINATION OF THE NOTES

         10.1     Agreement to Subordinate. The Company agrees, and each Holder
by accepting a Note agrees, that Obligations under the Indenture and the Notes
are subordinated in right of payment, to the extent and in the manner provided
in this Article X, to the prior payment in full, in Cash or Cash Equivalents, of
all Senior Indebtedness of the Company and that the subordination is for the
benefit of the holders of such Senior Indebtedness (and their successors and
assigns) and shall be enforceable by them directly against the Holders (and
their successors and assigns). Only Senior Indebtedness of the Company shall
rank senior to the Notes in accordance with the provisions set forth herein. The
Notes shall in all respects rank pari passu with, or be senior to, all other
indebtedness of the Company.

         10.2     Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets of the Company to creditors upon a total or partial
liquidation or dissolution of the Company, in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, an assignment by the Company for the benefit of its creditors or the
marshaling of the assets and liabilities of the Company:

         (a)      holders of Senior Indebtedness of the Company shall be
entitled to receive payment in full in Cash or Cash Equivalents of all
Obligations due in respect thereof before Holders shall be entitled to receive
any payment of principal of or interest on the Notes; and

                                       64
<PAGE>

         (b)      until such Senior Indebtedness is paid in full in Cash or Cash
Equivalents, any distribution to which Holders would be entitled but for this
Article X shall be made to holders of such Senior Indebtedness as their
interests may appear;

except that Holders, with the consent of each Holder affected thereby, may
receive Permitted Junior Securities.

         10.3     Default on Senior Indebtedness of the Company.

         (a)      The Company may not pay the principal of or interest on the
Notes or make any deposit pursuant to Section 8.1 and may not repurchase, redeem
or otherwise retire any Notes (collectively, "pay the Notes"), other than, with
the consent of each Holder affected thereby, payments and other distributions in
the form of Permitted Junior Securities if:

                           (A)      a payment default on Senior Indebtedness of
                  the Company occurs and is continuing beyond any applicable
                  grace period; or

                           (B)      any other default occurs and is continuing
                  on Senior Indebtedness of the Company that permits the holders
                  thereof to accelerate its maturity and the Trustee receives a
                  notice of that default (a "Payment Blockage Notice") from the
                  Company or the holders of such Senior Indebtedness.

         (b)      Payments on the Notes may and shall be resumed:

                           (A)      in the case of a payment default, upon the
                  date on which it is cured or waived by holders of Senior
                  Indebtedness; and

                           (B)      in case of a Payment Blockage Notice
                  relating to a nonpayment default, the earlier of the date on
                  which it is cured or waived by holders of Senior Indebtedness
                  or 179 days after the date on which such Payment Blockage
                  Notice is received, unless the maturity of the relevant Senior
                  Indebtedness of the Company has been accelerated.

         (c)      No new Payment Blockage Notice may be delivered unless and
until 180 days have elapsed since the termination of the prohibition of payments
on the Notes pursuant to the immediately prior Payment Blockage Notice.

         (d)      No nonpayment default that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the Trustee shall be, or be
made, the basis for a subsequent Payment Blockage Notice unless that default
shall have been cured or waived for a period of not less than 90 days.

         10.4     Acceleration of Payment of Notes. If payment of the Notes is
accelerated because of an Event of Default, the Company or the Trustee shall
promptly notify the holders of the Senior Indebtedness (if any is outstanding)
of the Company (or their Representative) of the acceleration. If Senior
Indebtedness of the Company is outstanding, the Company may not make payments
under the Notes in respect of such acceleration until five Business Days after
such notice, subject to Section 10.2 and Section 10.3.

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<PAGE>

         10.5     When Distribution Must Be Paid Over. If a distribution is made
to the Trustee or the Holders that because of this Article X should not have
been made to them, the Trustee or the Holders who receive the distribution shall
hold it in trust for holders of Senior Indebtedness of the Company and pay it
over to them as their interests may appear.

         10.6     Subrogation. After all Senior Indebtedness of the Company is
paid in full in Cash or Cash Equivalents and until the Notes are paid in full in
Cash or Cash Equivalents, Holders shall be subrogated to the rights of holders
of such Senior Indebtedness to receive distributions applicable to such Senior
Indebtedness. A distribution made under this Article X to holders of such Senior
Indebtedness which otherwise would have been made to Holders is not, as between
the Company and Holders, a payment by the Company on such Senior Indebtedness.

         10.7     Relative Rights. This Article X defines the relative rights of
Holders and holders of Senior Indebtedness of the Company. Nothing in this
Indenture shall:

         (a)      impair, as between the Company and Holders, the obligation of
the Company, which is absolute and unconditional, to pay its Obligations in
respect of this Indenture and the Notes in accordance with their terms; or

         (b)      prevent the Trustee or any Holder from exercising its
available remedies upon a Default, subject to the rights of holders of Senior
Indebtedness of the Company to receive distributions otherwise payable to
Holders as provided in this Article X.

         10.8     Subordination May Not Be Impaired by Company. No right of any
holder of Senior Indebtedness of the Company to enforce the subordination of the
indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by the Company or by its failure to comply with this Indenture.

         10.9     Rights of Trustee and Paying Agent.

         (a)      Notwithstanding Section 10.3, the Trustee or Paying Agent may
continue to make payments on the Notes and shall not be charged with knowledge
of the existence of facts that would prohibit the making of any such payments
unless, not less than one Business Day prior to the date of such payment, the
Trustee receives notice that payments may not be made under this Article X. The
Company, the Registrar or co-Registrar, the Paying Agent, a Representative or a
holder of Senior Indebtedness may give the notice; provided, however, that, if
the holders of an issue of Senior Indebtedness of the Company have a
Representative, only the Representative may give the notice.

         (b)      The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and co-Registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article X with respect to any Senior Indebtedness of the Company which may
at any time be held by it, to the same extent as any other holder of such Senior
Indebtedness, and nothing in Article VI shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article X shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.7.

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<PAGE>

         10.10    Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness
of the Company, the distribution may be made and the notice given to their
Representative (if any).

         10.11    Trust Moneys Not Subordinated. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Section 7.1 by the Trustee for the
payment of principal of and interest on the Notes shall not be subordinated to
the prior payment of any Senior Indebtedness or subject to the restrictions set
forth in this Article X, and none of the Holders shall be obligated to pay over
any such amount to the Company or any holder of Senior Indebtedness of the
Company or any other creditor of the Company.

         10.12    Trustee Entitled to Rely. Upon any payment or distribution
pursuant to this Article X, the Trustee and the Holders shall be entitled to
rely (i) upon any order or decree of a court of competent jurisdiction in which
any proceedings of the nature referred to in Section 10.2 are pending, (ii) upon
a certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Holders or (iii) upon the
Representative for the holders of Senior Indebtedness of the Company for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of such Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
X. In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness of the Company to participate in any payment or distribution
pursuant to this Article X, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article X, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment. The provisions of Sections 7.1 and 7.2 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article X.

         10.13    Trustee to Effectuate Subordination. Each Holder by accepting
a Note irrevocably authorizes and directs the Trustee on such Holder's behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate
the subordination between the Holders and the holders of Senior Indebtedness of
the Company as provided in this Article X and appoints the Trustee as
attorney-in-fact for any and all such purposes, including in the event of any
insolvency, bankruptcy or receivership case or proceeding or any dissolution,
winding-up, liquidation, reorganization or other similar proceedings relative to
the Company (whether voluntary or involuntary and whether in bankruptcy,
insolvency or receivership proceedings or otherwise), the timely filing of a
claim for the unpaid balance of the Holders in the form required in such
proceedings and the causing of such claim to be approved. If the Trustee does
not file a proper claim of proof of debt in the form required in such
proceedings prior to 30 days before the expiration of the time to file such
claims or proofs, then the holders of Senior Indebtedness are hereby authorized
and shall have the right (without any duty) to demand, sue for, collect, receive
and receipt for the payments and distributions in respect of the Senior
Indebtedness, and to file and prove all claims therefor and to take all other
actions in the name of the Holders or

                                       67
<PAGE>

otherwise, as any such holder of Senior Indebtedness or Representative of the
holders of Senior Indebtedness may determine to be necessary or appropriate for
the enforcement of the provisions of this Article X. In no event shall any
Holder waive, forgive or cancel any claim relating to the Note such Holder may
now or hereafter have against the Company.

         10.14    Trustee Not Fiduciary for Holders of Senior Indebtedness. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if it shall mistakenly
pay over or distribute to Holders or the Company or any other Person, money or
assets to which any holders of Senior Indebtedness of the Company shall be
entitled by virtue of this Article X or otherwise. If, however, a payment or
distribution is made to the Holders or the Trustee or the Company or any other
Person that because of this Article X should not have been made to them, those
who receive such payment or distribution shall hold it in trust for holders of
Senior Indebtedness and pay it over to them as their interests may appear.

         10.15    Reliance by Holders of Senior Indebtedness on Subordination
Provisions. Each Holder by accepting a Note acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness of the Company,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Notes, to acquire and continue to hold, or to continue to hold,
such Senior Indebtedness and such holder of such Senior Indebtedness shall be
deemed conclusively to have relied on such subordination provisions in acquiring
and continuing to hold, or in continuing to hold, such Senior Indebtedness.

         10.16    Changes in Senior Indebtedness. At any time and from time to
time without the consent of or notice to any Holder or the Trustee: (a) Senior
Indebtedness may be extended, renewed, modified, waived or terms of Senior
Indebtedness may be amended; (b) any property pledged, mortgaged or otherwise
securing Senior Indebtedness may be sold, exchanged, released or otherwise dealt
with; and (c) any guarantor or any other Person (except the Company) liable in
any manner for the Senior Indebtedness may be released or the terms of any
guarantee of the Senior Indebtedness may be amended or waived. Holders of Senior
Indebtedness may at any time and from time to time without the consent of or
notice to any Holder or the Trustee: (a) exercise or refrain from exercising any
rights against the Company or any other Person; (b) apply any sums by whomever
paid or however realized to Senior Indebtedness; and (c) take any other action
which otherwise might be deemed to impair the rights of the holders of Senior
Indebtedness. Any and all of such actions may be taken by holders of Senior
Indebtedness without incurring any responsibility to any Holder or the Trustee
and without impairing or releasing the obligations of any Holder or the trustee
to the holders of Senior Indebtedness.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1     Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control.

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<PAGE>

         11.2     Notices.

         (a)      Any notice or communication shall be in writing and delivered
in person or mailed by first-class mail, postage prepaid, addressed as follows:

                  if to the Company:

                  COVANTA ENERGY CORPORATION
                  40 Lane Road
                  Fairfield, NJ  07007
                  ATTN: General Counsel's Office

                  if to the Trustee:

                  U.S. Bank Trust National Association
                  225 Asylum Street, 23rd Floor
                  Hartford, CT 06013
                  ATTN:  Corporate Trust Services

The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

         (b)      Any notice or communication mailed to a registered Holder
shall be mailed to the Holder at the Holder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

         (c)      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, it is duly
given, whether or not the addressee receives it.

         11.3     Communication by Holders with Other Holders. Holders may
communicate pursuant to TIA Section 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 Section 312(c).

         11.4     Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take or refrain from
taking 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 stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

         (b)      an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of such counsel, all
conditions precedent have been complied with.

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<PAGE>

         11.5     Statements Required in Certificate or Opinion. Each
certificate or opinion, including each Officers' Certificate with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:

         (a)      a statement that the individual making such certificate 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 are based;

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

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

         11.6     Rules by Trustee, Paying Agent and Registrar. The Trustee may
make reasonable rules for action by, or a meeting of, Holders. The Registrar and
the Paying Agent may make reasonable rules for their functions.

         11.7     Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or
other day on which commercial banking institutions are authorized or required to
be closed in New York City, or at a place of payment of the Notes. If a payment
date is a Legal Holiday, payment shall be made on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening period.
If a regular record date is a Legal Holiday, the record date shall not be
affected.

         11.8     Governing Law, etc.

         (a)      THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PARTIES
HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

         (b)      The Company hereby:

                           (A)      agrees that any suit, action or proceeding
                  against it arising out of or relating to this Indenture or the
                  Notes, as the case may be, may be instituted in any Federal or
                  state court sitting in The City of New York,

                           (B)      waives to the fullest extent permitted by
                  applicable law, any objection which it may now or hereafter
                  have to the laying of venue of any such suit, action or
                  proceeding, and any claim that any suit, action or proceeding
                  in such a court has been brought in an inconvenient forum,

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<PAGE>

                           (C)      irrevocably submits to the non-exclusive
                  jurisdiction of such courts in any suit, action or proceeding,

                           (D)      agrees that final judgment in any such suit,
                  action or proceeding brought in such a court shall be
                  conclusive and binding may be enforced in the courts of the
                  jurisdiction of which it is subject by a suit upon judgment,
                  and

                           (E)      agrees that service of process by mail to
                  the addressed specified herein shall constitute personal
                  service of such process on it in any such suit, action or
                  proceeding.

         (c)      Nothing in this Section 11.8 shall affect the right of the
Trustee or any Holder of the Notes to serve process in any other manner
permitted by law.

         11.9     No Recourse Against Others. An incorporator, director,
officer, employee, stockholder or controlling person, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes,
this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Holder shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issue of the Notes.

         11.10    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.

         11.11    Duplicate and Counterpart Originals. The parties may sign any
number of copies of this Indenture. One signed copy is enough to prove this
Indenture. This Indenture may be executed in any number of counterparts, each of
which so executed shall be an original, but all of them together represent the
same agreement.

         11.12    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.

         11.13    Table of Contents; Headings. The table of contents and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof
and shall not modify or restrict any of the terms or provisions hereof.

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

                                          COVANTA ENERGY CORPORATION

                                          By: _________________________________
                                              Name:  Anthony Orlando
                                              Title:  CEO and President

                                          U.S.BANK TRUST NATIONAL
                                              ASSOCIATION,
                                              as Trustee

                                          By: _________________________________
                                              Name:
                                              Title:

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<PAGE>

                                                                       EXHIBIT A

                                  FORM OF NOTE

[FOR GLOBAL NOTES:

"THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO
HEREINAFTER.

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

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF."

"IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH
OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY REASONABLY
REQUIRE IN FORM REASONABLY SATISFACTORY TO IT AS PROVIDED FOR IN THE INDENTURE
TO CONFIRM THAT THE TRANSFER COMPLIED WITH THE FOREGOING RESTRICTIONS AS
PROVIDED FOR IN THE INDENTURE."]

                              FORM OF FACE OF NOTE

No. [___]                                  Principal Amount $[________________]
                  [For Global Notes: as revised by the Schedule of Increases and
                                       Decreases in Global Note attached hereto]

                                       1

<PAGE>

                                                            CUSIP NO. 22281N AB9
                                                          ISIN NO. US22281NA B91

Covanta Energy Corporation, a Delaware corporation, promises to pay to
[___________], or registered assigns, the principal sum of [__________________]
Dollars as revised by the Schedule of Increases and Decreases in Global Note
attached hereto, the dates provided for herein.

                  Interest Payment Dates:        March 15 and September 15

                  Record Dates:                  March 1 and September 1

                  Additional provisions of this Note are set forth on the other
side of this Note.

                                             COVANTA ENERGY CORPORATION

                                             By: _______________________________
                                                 Name:  Anthony Orlando
                                                 Title:  CEO and President

                                             By: _______________________________
                                                 Name:  Timothy Simpson, Esq.
                                                 Title:  Vice-President

CERTIFICATE OF AUTHENTICATION

This is one of
the Notes referred
to in the Indenture.

U.S. Bank Trust National Association,
as Trustee

By:  _____________________
     Authorized Signatory                           Date:  ___________________

                                       2

<PAGE>

                          FORM OF REVERSE SIDE OF NOTE

                   7.5% SUBORDINATED UNSECURED NOTES DUE 2012

1.       Interest

                  Covanta Energy Corporation, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. The Company will pay interest
semiannually in arrears on each Interest Payment Date of each year commencing
September 15, 2004. Interest on the Notes will accrue from the most recent date
to which interest has been paid on the Notes or, if no interest has been paid,
from the Issue Date. The Company will repay an amount of outstanding principal
on this Note equal to the product of $3.9 million multiplied by the ratio of:

                             the principal amount of this Note
                      ---------------------------------------------
                      the principal amount of all Outstanding Notes

on March 15 of each of 2006, 2007, 2008, 2009, 2010 and 2011, to be distributed
pro rata to the holders of the Notes. The Company will repay the remaining
outstanding principal amount of the Notes, together with accrued and unpaid
interest thereon, on March 15, 2012.

                  Any Note issued after Issue Date shall be accompanied by (i)
the right to receive on the next Interest Payment Date accrued interest from
Issue Date (or, in the case of a Note which is issued after one or more Interest
Payment Dates, the most recent Interest Payment Date) to the date of issuance
(whether or not such Note is outstanding on the Record Date applicable to such
Interest Payment Date) and (ii) in the case of any Note which is issued after
one or more Interest Payment Dates, cash equal to the amount of interest which
would have been payable on such Notes if it had been outstanding on such
Interest Payment Date(s). Notwithstanding clause (i) of the previous sentence,
(x) any Note issued in the interval between a Record Date and the applicable
Interest Payment Date shall be accompanied by a cash payment equal to the amount
of interest which would have been payable on such Note on the applicable
Interest Payment Date had such Note been outstanding on such Record Date and (y)
the Holder of such Note shall not be entitled to receive any interest payment on
such Interest Payment Date.

                  Interest will be computed on the basis of a 360-day year of
twelve 30-day months. To the extent lawful, the Company shall pay interest on
overdue principal and on overdue installments of interest at the rate borne by
the Notes plus 1.0%.

2.       Method of Payment

                  Prior to 10:00 a.m. New York City time on the date on which
any principal of or interest on any Note is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay
such principal and/or interest. The Company will pay interest (except Defaulted
Interest) to the Persons who are registered Holders of Notes at the close of
business on the Record Date preceding the Interest Payment Date even if Notes
are canceled, repurchased or redeemed after the Record Date and on or before the
relevant Interest

                                       1
<PAGE>

Payment Date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in U.S. Legal
Tender.

                  Payments in respect of Notes represented by a Global Note
(including principal and interest) will be made by the transfer of immediately
available funds to the accounts specified by DTC. The Company will make all
payments in respect of a Certificated Note (including principal and interest) by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on the Notes may also be made, in the case of a Holder of
at least $5,000,000 aggregate principal amount of Notes, by wire transfer to a
U.S. dollar account maintained by the payee with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 15 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

3.       Paying Agent and Registrar

                  Initially, U.S. Bank Trust National Association (the
"Trustee"), will act as Trustee, Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-Registrar without notice to
any Holder. The Company may act as Paying Agent, Registrar or co-Registrar.

4.       Indenture

                  The Company issued the Notes under an Indenture, dated as of
March 10, 2004 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the TIA. Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all such terms, and Holders are referred to
the Indenture and the TIA for a statement of those terms. Each Holder by
accepting a Note, agrees to be bound by all of the terms and provisions of the
Indenture, as amended or supplemented from time to time.

                  The Notes are general unsecured obligations of the Company
subordinated to Senior Indebtedness of the Company as provided in the Indenture.
All Notes will be treated as a single class of securities under the Indenture.

5.       Redemption

                  The Company may redeem the Notes, at its option, in whole at
any time or in part from time to time, at 100% of the outstanding principal
amount thereof.

                  In the case of any partial redemption, selection of the Notes
for redemption will be made in accordance with Article IV of the Indenture. On
and after the redemption date, interest will cease to accrue on Notes or
portions thereof called for redemption as long as the Company has deposited with
the Paying Agent funds in satisfaction of the applicable redemption price
pursuant to the Indenture.

                                       2
<PAGE>

6.       Repurchase at Option of Holders.

                  Subject to the Company's right to redeem the Notes pursuant to
Section 4.1 of the Indenture, upon the occurrence of a Change of Control, the
Company will be required to make an offer (a "Change of Control Offer") to each
Holder to repurchase all or any part (in a minimum aggregate principal amount at
Stated Maturity of $500 or an integral multiple of $500) of such Holder's Notes
at a purchase price in cash equal to 101% of principal amount of the Notes
repurchased plus accrued and unpaid interest on the Notes repurchased to the
date of repurchase (the "Change of Control Payment"). Within 10 days following
any Change of Control, if the Company has not sent a redemption notice pursuant
to Section 4.3 of the Indenture for all of the Notes, the Company will mail a
notice to each Holder setting forth the procedures governing the Change of
Control Offer as required by the Indenture.

                  If the Company or a Subsidiary consummates any Asset Sale, and
the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will,
subject to the Intercreditor Agreement, commence an offer to all Holders and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers to
purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer")
pursuant to Section 4.8 of the Indenture to purchase or redeem the maximum
principal amount at Stated Maturity of Notes and such other pari passu
Indebtedness that may be purchased or redeemed out of the Excess Proceeds. The
offer price for the Notes in any Asset Sale Offer will be equal to 100% of the
principal amount thereof plus accrued and unpaid interest on the Notes to be
purchased to the date fixed for the closing of such Asset Sale Offer in
accordance with the procedures set forth in the Indenture, and will be payable
in cash. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company and its Restricted Subsidiaries may use those Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and principal amount of other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and other pari passu Indebtedness to be purchased
or redeemed on a pro rata basis. Upon the commencement of an Asset Sale Offer,
the Company will send, by first class mail, a notice to each of the Holders
containing all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. Holders electing to have a Note
purchased pursuant to any Asset Sale Offer will 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.

7.       Subordination

                  This Note is subordinated in right of payment, as set forth in
the Indenture, to the prior payment in full in Cash or Cash Equivalents of all
existing and future Senior Indebtedness of the Company. This Note in all
respects ranks pari passu with, or senior to, all other indebtedness of the
Company. By accepting a Note, each Holder agrees to the subordination provisions
set forth in the Indenture, authorizes the Trustee to acknowledge such
subordination provisions and give them effect and appoints the Trustee as
attorney-in-fact for such purpose.

                                       3
<PAGE>

8.       Denominations; Transfer; Exchange

                  The Notes are in fully registered form without coupons, and
only in denominations of principal amount of $500 and any integral multiple
thereof. A Holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange (i) any Notes selected for redemption (except, in
the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) for a period beginning 15 days before the mailing of a notice of Notes
to be redeemed and ending on the date of such mailing or (ii) any Notes for a
period beginning 15 days before an interest payment date and ending on such
interest payment date.

9.       Persons Deemed Owners

                  The registered holder of this Note may be treated as the owner
of it for all purposes.

10.      Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

11.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Notes may be amended or supplemented with the written
consent of the Holders of at least a majority in principal amount of the then
Outstanding Notes and (ii) any default (other than with respect to nonpayment or
in respect of a provision that cannot be amended or supplemented without the
written consent of each Holder affected) or noncompliance with any provision may
be waived with the written consent of the Holders of a majority in aggregate
principal amount of the then Outstanding Notes. Subject to certain exceptions
set forth in the Indenture, without the consent of any Holder, the Company and
the Trustee may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, omission, defect or inconsistency, or to comply with
Article IV of the Indenture, or to provide for uncertificated Notes in addition
to or in place of certificated Notes, or to add guarantees with respect to the
Notes or to secure the Notes, or to add additional covenants or surrender rights
and powers conferred on the Company, or to comply with any request of the
Commission in connection with qualifying the Indenture under the TIA, or to make
any change that does not adversely affect the rights of any Holder.

12.      Defaults and Remedies

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the Notes may declare all
the Notes to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Notes being due and
payable immediately upon the occurrence of such Events of Default.

                                       4
<PAGE>

                  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the
Outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders notice of any continuing Default or Event
of Default (except a Default or Event of Default in payment of principal or
interest) if it determines that withholding notice is in their interest.

13.      Trustee Dealings with the Company

                  Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

14.      No Recourse Against Others

                  An incorporator, director, officer, employee, stockholder or
controlling person, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting a Note, each Holder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Notes.

15.      Authentication

                  This Note shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Note.

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
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

17. CUSIP or ISIN Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP or ISIN
numbers to be printed on the Notes and has directed the Trustee to use CUSIP or
ISIN 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.

                                       5
<PAGE>

18.      Governing Law

                  This Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

                  The Company will furnish to any Holder upon written request
and without charge to the Holder a copy of the Indenture that has in it the text
of this Note in larger type. Requests may be made to: Covanta Energy
Corporation, 40 Lane Road, Fairfield, NJ 07007, Attn: General Counsel's Office.

                                       6
<PAGE>

ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  I or we assign and transfer this Note to

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

             (Insert assignee's Social Security or Tax I.D. Number)

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

Date:____________________                   Your Signature:___________________

Signature                            Guarantee:______________________________

       (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
Exchange Act Rule 17Ad-15.

                                       7
<PAGE>

[For Global Note:

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

                  The following increases or decreases in this Global Note have
been made:

<TABLE>
<CAPTION>
                              Amount of increase or
                              decrease in Principal      Principal Amount of this    Signature of authorized
                              Amount of this Global        Global Note following     signatory of Trustee or
Date of Exchange                      Note               such increase or decrease         Note Custodian
<S>                           <C>                        <C>                         <C>
____________                  __________________         ______________________      ________________________]
</TABLE>

                                       8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to
Sections 3.9 or 4.8 of the Indenture, check the appropriate box below:

                  [ ] Section 3.9              [ ] Section 4.8

If you want to elect to have only part of the principal amount at Stated
Maturity of the Note purchased by the Company pursuant to Section 3.9 or 4.8 of
the Indenture, state the principal amount at Stated Maturity you elect to have
purchased:

                              $____________________

Date: _________________

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

                  Tax Identification No.: ______________________________________

Signature Guarantee*: ____________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                       9