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                                                                    EXHIBIT 4.26

                             INTERCREDITOR AGREEMENT

                  This INTERCREDITOR AGREEMENT (as amended, restated,
supplemented or otherwise modified from time to time in accordance with the
terms hereof, herein called this "AGREEMENT") is dated as of March __, 2004 and
entered into by and among COVANTA POWER INTERNATIONAL HOLDINGS, INC., a Delaware
corporation ("CPIH" or "COMPANY"), and THE SUBSIDIARIES OF CPIH LISTED ON THE
SIGNATURE PAGES HEREOF AS REVOLVER BORROWERS (together with Company,
collectively, "REVOLVER BORROWERS" and each a "REVOLVER BORROWER") and THE
SUBSIDIARIES OF CPIH LISTED ON THE SIGNATURE PAGES HEREOF AS TERM LOAN BORROWERS
(together with Company, collectively, "TERM LOAN BORROWERS" and each a "TERM
LOAN BORROWER"; the Revolver Borrowers together with the Term Loan Borrowers,
collectively, "BORROWERS" and each a "BORROWER"); COVANTA ENERGY AMERICAS, INC.,
a Delaware corporation ("CEA"); THE FINANCIAL INSTITUTIONS LISTED ON THE
SIGNATURE PAGES HEREOF AS REVOLVER LENDERS (each, in its capacity as a Revolver
Lender, together with any other Person (this and other capitalized terms used
herein without definition being used as defined in subsection 1.1) that becomes
a party hereto as a Revolver Lender pursuant to subsection 6.1(f), individually
referred to herein as a "REVOLVER LENDER" and collectively as "REVOLVER
LENDERS"); THE PERSONS IDENTIFIED AS TERM LOAN LENDERS ON THE SIGNATURE PAGES
HEREOF (each, in its capacity as a Term Loan Lender, together with any other
Person that becomes a party hereto as a Term Loan Lender pursuant to subsection
6.1(f) or subsection 7.1(c), individually referred to herein as a "TERM LOAN
LENDER" and collectively as "TERM LOAN LENDERS"); BANK OF AMERICA, N.A. ("BANK
OF AMERICA"), as administrative agent for Term Loan Lenders (and any successor,
administrative agent for Term Loan Lenders pursuant to the Term Loan Agreement,
in such capacity "TERM LOAN AGENT"), as Collateral Agent and as Cash Management
Bank; DEUTSCHE BANK SECURITIES, INC., as documentation agent for Term Loan
Lenders (and any successor documentation agent for the Term Loan Lenders
pursuant to the Term Loan Agreement, in such capacity "TERM LOAN DOCUMENTATION
AGENT"); DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent for Revolver
Lenders (and any successor administrative agent for Revolver Lenders pursuant to
the Revolver Credit Agreement, in such capacity "REVOLVER AGENT"); U.S. BANK
NATIONAL ASSOCIATION, in its capacity as agent for the holders of the
Prepetition Unsecured Claims Participation Interest pursuant to the Plan of
Reorganization (in such capacity, the "PREPETITION UNSECURED CLAIMS AGENT"); THE
COMPANIES LISTED ON THE SIGNATURE PAGES HEREOF AS MANAGEMENT SERVICES AND
REIMBURSEMENT AGREEMENT BENEFICIARIES (the "MANAGEMENT SERVICES AND
REIMBURSEMENT AGREEMENT BENEFICIARIES"); THE COMPANIES LISTED ON THE SIGNATURE
PAGES HEREOF AS MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT OBLIGORS (the
"MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT OBLIGORS") and the other
Persons who may become parties to this Agreement from time to time pursuant to
and in accordance with subsections 6.1(f) of this Agreement; WELLS FARGO BANK,
N.A., as Debenture Disbursing Agent; and U.S. BANK NATIONAL ASSOCIATION, as
Allowed Class 6 Disbursing Agent.

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                                 R E C I T A L S

                  WHEREAS, the Borrowers have proposed, their creditors have
approved, and the Bankruptcy Court has confirmed, the Plan of Reorganization;

                  WHEREAS, in connection with the Plan of Reorganization,
simultaneously herewith the Borrowers have received financing pursuant to the
Term Loan Agreement and Revolver Credit Agreement;

                  WHEREAS, it is a condition precedent to (i) the obligations of
Revolver Lenders to enter into and extend credit under the Revolver Credit
Agreement, (ii) the obligations of Term Loan Lenders to enter into and extend
credit under the Term Loan Agreement, (iii) the obligations of Management
Services and Reimbursement Agreement Beneficiaries to enter into the Management
Services and Reimbursement Agreement and (iv) the effectiveness of the Plan of
Reorganization, as applicable, that each Party shall have executed and delivered
this Agreement to the Collateral Agent;

                  WHEREAS, on the date hereof Loan Parties have executed and
delivered to Collateral Agent the Collateral Documents pursuant to which Loan
Parties granted a security interest in the Collateral as security for (i) in the
case of Revolver Borrowers, all Obligations of Revolver Borrowers under and in
respect of the Revolver Credit Agreement and all other Revolver Documents to
which Revolver Borrowers are a party to from time to time, in each case as
described therein, and (ii) in the case of Term Loan Borrowers, all Obligations
of Term Loan Borrowers under and in respect of the Term Loan Agreement and all
other Term Loan Documents to which Term Loan Borrowers are party to from time to
time, in each case as described therein;

                  WHEREAS, Creditor Parties desire to set forth certain
provisions regarding the appointment, duties and responsibilities of Collateral
Agent and to set forth certain other provisions concerning the obligations of
Loan Parties to Creditor Parties under the agreements referred to in the
foregoing recitals; and

                  WHEREAS, Creditor Parties wish to set forth their mutual
intentions as to certain matters relating to the exercise of remedies with
respect to the Collateral and payments made by or for the account of the
applicable Loan Parties under the Credit Documents as more fully set forth
herein.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                                   SECTION I

                  1.1 DEFINITIONS. Terms used in the Agreement have the meanings
set forth in the introduction and recitals hereto. In addition, the following
terms shall have the following meanings:

                  "ADDITIONAL INTEREST LOANS" means "Additional Interest Loans"
as such term is defined in the Term Loan Agreement.

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                  "AFFILIATE", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person (other than exclusively as a result of such Person's
role as a senior executive of that Person or Project manager or operator),
whether through the ownership of voting securities or by contract or otherwise.

                  "AGENTS" means Collateral Agent, Term Loan Agents and Revolver
Agent.

                  "AGGREGATE NET SALES PROCEEDS" means (i) Net Asset Sales
Proceeds and (ii) Proceeds received by Collateral Agent in connection with the
foreclosure or other disposition of Collateral in connection with any
Enforcement Action.

                  "ALLOWED CLASS 6 CLAIMS" means "Allowed Class 6 Claims" as
such term is defined in the Approved Plan of Reorganization.

                  "ALLOWED CLASS 6 CLOSING DATE" means the date on which the
Bankruptcy Court shall have entered the Allowed Class 6 Disbursing Agent
Authorization Order.

                  "ALLOWED CLASS 6 DISBURSING AGENT" means U.S. Bank National
Association, in its capacity as disbursing agent for the holders of the Allowed
Class 6 Claims, and each of its successors, under the Approved Plan of
Reorganization, Confirmation Order, the Allowed Class 6 Disbursing Agent
Authorization Order, and the agency agreement relating thereto to be entered
into on or after the Closing Date.

                  "ALLOWED CLASS 6 DISBURSING AGENT AUTHORIZATION ORDER" means
an order or orders of the Bankruptcy Court authorizing U.S. Bank National
Association to enter into this Agreement as a Term Loan Lender and to serve as
the Allowed Class 6 Disbursing Agent with respect to Term Loans allocable to the
Allowed Class 6 Disbursing Agent as described in the first sentence of
subsection 9.25A(i) of the Term Loan Agreement.

                  "ALLOWED CLASS 6 INTEREST" means, with respect to any
Non-Confirming Holder, (i) prior to the Closing Date, an Allowed Class 6 Claim
of such Non-Confirming Holder, and (ii) on and after the Closing Date, the
interest held by such Non-Confirming Holder in any Term Loan distributed on the
Allowed 6 Closing Date or the Determination Date to the Allowed Class 6
Disbursing Agent.

                  "APPROVED OPERATING EXPENSES" means, as at any date of
determination, the following operating expenses of Company and its Domestic
Subsidiaries: (i) payments then due and payable by Company to Covanta pursuant
Sections 2, 3, and 4(a) of the Management Services and Reimbursement Agreement,
(ii) amounts then due and payable to DHC pursuant to Section 6 of the DHC Tax
Sharing Agreement, and (iii) fees and expenses then due and payable to senior
executive management of Company (including any success-based fees). "Approved
Operating Expenses" shall not include any Management Services and Reimbursement
Agreement Obligations or operating expenses directly related to any Project
(other than

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operating expenses related to a Project and payable to Management Services and
Reimbursement Agreement Beneficiaries pursuant to the Management Services and
Reimbursement Agreement).

                  "APPROVED PLAN OF REORGANIZATION" means the Plan of
Reorganization and all amendments, modifications, revisions and restatements
thereof, if any, approved by the creditors of Borrowers in requisite number and
percentage, and confirmed by the Bankruptcy Court pursuant to the Confirmation
Order and delivered to Revolver Agents and Term Loan Agents.

                  "ASSET SALE" means (A) the sale by CEA of any of the Capital
Stock of Company to any Person or (B) the sale by Company or any of its
Subsidiaries to any Person of (i) any of the Capital Stock of any of Company's
Subsidiaries, (ii) substantially all of the assets of any division or line of
business of Company or any of its Subsidiaries, or (iii) any other assets
(whether tangible or intangible) of Company or any of its Subsidiaries (other
than (a) inventory sold in the ordinary course of business and (b) any such
other assets to the extent that the aggregate value of such assets sold in any
single transaction or related series of transactions is equal to $250,000 or
less and the aggregate value of all such other assets since the Closing Date is
equal to $1,000,000 or less, in each case so long as not less than 90% of the
consideration received for such assets shall be cash); provided, however, that
Asset Sales shall not include (1) any sale or discount, in each case without
recourse, of accounts receivable arising in the ordinary course of business, but
only in connection with the compromise or collection thereof (provided, that
sales and discounts of not more than $2,000,000 in the aggregate in face value
of accounts receivable may be excluded from Asset Sales pursuant to this clause
(1), and the sole consideration received in connection with any such sale of
accounts receivable shall be cash), (2) any sale or exchange of specific items
of equipment, so long as the purpose of each such sale or exchange is to acquire
(and results within 120 days of such sale or exchange in the acquisition of)
replacement items of equipment which are the functional equivalent of the item
of equipment so sold or exchanged (provided, that any cash received in
connection with any such sale or exchange, to the extent in excess of the
amounts set forth in clause (b) of this definition, shall be deemed cash
proceeds of an Asset Sale), (3) disposals of obsolete, worn out or surplus
property in the ordinary course of business (provided, that not less than 75% of
the consideration, if any, received in connection with any such disposal shall
be cash, and any such cash received, to the extent in excess of the amounts set
forth in clause (b) of this definition, shall be deemed cash proceeds of an
Asset Sale), or (4) any discount or compromise of notes or accounts receivable
for less than the face value thereof, to the extent Company deems necessary in
order to resolve disputes that occur in the ordinary course of business or (5)
any sale of shares in the Madurai Project Entity permitted under subsection
6.7(vi) of each Credit Agreement.

                  "BANK OF AMERICA" shall have the meaning assigned to that term
in the introduction to this Agreement.

                  "BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy", as now and hereafter in effect, or any successor statute.

                  "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 Chapter 11 Case.

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                  "BANKRUPTCY EVENT" means any of one or more of the following
events regardless of the reason therefor:

                  (a) (i) a court having jurisdiction in the premises shall
         enter a decree or order for relief in respect of any Loan Party in an
         involuntary case under the Bankruptcy Code or any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         which decree or order is not stayed; or any other similar relief shall
         be granted under any applicable federal, or state law; or (ii) an
         involuntary case shall be commenced against any Loan Party under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect; or a decree or order of a court having jurisdiction in the
         premises for the appointment of a receiver, liquidator, sequestrator,
         trustee, custodian or other officer having similar powers over any Loan
         Party, or over all or a substantial part of its property, shall have
         been entered; or the involuntary appointment of an interim receiver,
         trustee or other custodian of any Loan Party for all or a substantial
         part of its property; or the issuance of a warrant of attachment,
         execution or similar process against any substantial part of the
         property of any Loan Party, and the continuance of any such event in
         clause (ii) for 60 days unless dismissed, bonded or discharged; or

                  (b) (i) any Loan Party shall have an order for relief entered
         with respect to it or commence a voluntary case under the Bankruptcy
         Code or any applicable bankruptcy, insolvency or other similar law now
         or hereafter in effect, or shall consent to the entry of an order for
         relief in an involuntary case, or to the conversion of an involuntary
         case to a voluntary case, under any such law, or shall consent to the
         appointment of or taking possession by a receiver, trustee or other
         custodian for all or a substantial part of its property, or shall make
         any assignment for the benefit of creditors; or

                  (ii) the inability or failure of any Loan Party, or the
         admission by any Loan Party in writing of its inability, to pay its
         debts as such debts become due; or the Governing Body (or any committee
         thereof) of any Loan Party adopts any resolution or otherwise
         authorizes action to approve any of the actions referred to in clause
         (i) or this clause (ii); or

                  (c) any order, judgment or decree shall be entered against any
         Loan Party decreeing the dissolution, winding up or split up of that
         Loan Party and such order shall remain undischarged or unstayed for a
         period in excess of 30 days.

                  "BANKRUPTCY PROCEEDING" means any case or proceeding of the
type described in the definition of "Bankruptcy Event" with respect to any Loan
Party.

                  "BORROWER" and "BORROWERS" shall have the meaning assigned to
such terms in the introduction to this Agreement.

                  "BUSINESS DAY" means any day excluding Saturday, Sunday and
any day which is a legal holiday under the laws of the State of New York, the
State of Texas or the State of California or is a day on which banking
institutions located in any such state are authorized or required by law or
other governmental action to close.

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                  "CAPITAL STOCK" means the capital stock or other equity
interests of a Person.

                  "CASH MANAGEMENT BANK" shall have the meaning assigned to that
term in the definition of "Cash Management System".

                  "CASH MANAGEMENT OBLIGATIONS" means the obligations of
Borrowers to the Cash Management Bank arising from or relating to the Cash
Management System including any liability of Borrower on any claim arising out
of or relating to the Cash Management System, whether or not the right to
payment in respect of such claim is reduced to judgment, liquidated,
unliquidated, fixed or contingent, matured, disputed, undisputed, legal,
equitable, secured or unsecured, and whether or not such claim is discharged,
stayed or otherwise affected by any bankruptcy, insolvency, reorganization or
other similar proceeding.

                  "CASH MANAGEMENT SYSTEM" means the cash management system of
Company and its Subsidiaries in the United States maintained with Bank of
America (in such capacity, "CASH MANAGEMENT BANK") as described in Schedule 3.1P
annexed to each Credit Agreement, as such Cash Management System may be modified
pursuant to subsection 5.10 of each Credit Agreement, and any other related
services provided by Cash Management Bank to Company and its Subsidiaries,
including treasury, depositary and cash management services or in connection
with automated clearing house transfers of funds.

                  "CASH ON HAND" means, as of any date of determination, the
aggregate amounts on deposit in the Cash Management System in the United States
as of the close of business on the preceding Business Day.

                  "CEA" shall have the meaning assigned to that term in the
introduction to this Agreement.

                  "CEA STOCK PLEDGE AGREEMENT" means the Pledge Agreement
executed and delivered by CEA on the Closing Date, substantially in the form of
Exhibit VIII annexed to the Term Loan Agreement (it being understood that such
Pledge Agreement shall contain a covenant requiring CEA to pay to Collateral
Agent any proceeds received by it from or in connection with the sale of any of
the common stock of Company to any Person), as such Pledge Agreement may
thereafter be amended, restated, supplemented or otherwise modified from time to
time to the extent permitted pursuant to subsection 2.4.

                  "CLOSING DATE" means March __, 2004.

                  "COLLATERAL" means, collectively, all of the real, personal
and mixed property (including Capital Stock) and interests in property now owned
or hereafter acquired by any Loan Party in or upon which a security interest,
Lien or mortgage is granted or purported to be granted to Collateral Agent
pursuant to the Collateral Documents, including Proceeds thereof.

                  "COLLATERAL AGENT" shall have the meaning assigned to that
term in subsection 2.1.

                  "COLLATERAL DOCUMENTS" means the Security Agreement, any
foreign pledge agreements, Control Agreements, Mortgages (as defined in the
Credit Agreements), CEA Stock

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Pledge Agreement and all other instruments or documents (pursuant to which a
Lien to secure all or any portion of the Secured Obligations is purported or
intended to be created, granted, evidenced or perfected) delivered from time to
time by any Loan Party pursuant to the Credit Agreements or any other Revolver
Document or Term Loan Document, in each case in order to grant to Collateral
Agent a Lien on any real, personal or mixed property as security for any or all
of the Secured Obligations, as such instruments and documents may be amended,
restated, supplemented or otherwise modified from time to time to the extent
permitted pursuant to subsection 2.4.

                  "COMPANY" shall have the meaning assigned to that term in the
introduction to this Agreement.

                  "CONFIRMATION ORDER" means the Findings of Fact, Conclusions
of Law and Order under 11 U.S.C. Section 1129 and Rule 3020 of the Federal Rules
of Bankruptcy Procedure Confirming Debtors' Second Joint Plan of Reorganization
under Chapter 11 of the Bankruptcy Code entered by the Bankruptcy Court on March
5, 2004 in the Chapter 11 Cases, without modification, revision or amendment.

                  "CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

                  "CONTROL AGREEMENT" means an agreement, satisfactory in form
and substance to Revolver Agent and Term Loan Agent and executed by the
financial institution or securities intermediary at which a Deposit Account or a
Securities Account, as the case may be, is maintained, pursuant to which such
financial institution or securities intermediary confirms and acknowledges
Collateral Agent's security interest in such account, and agrees that the
financial institution or securities intermediary, as the case may be, will
comply with instructions originated by Collateral Agent as to disposition of
funds in such account, without further consent by Company or any Subsidiary, as
such agreement may be amended, restated, supplemented or otherwise modified from
time to time to the extent permitted pursuant to subsection 2.4.

                  "COVANTA" means Covanta Energy Corporation, a Delaware
corporation.

                  "CREDIT AGREEMENTS" means the Term Loan Agreement and Revolver
Credit Agreement.

                  "CREDIT DOCUMENTS" means, collectively, (i) the Term Loan
Agreement and the other Term Loan Documents, (ii) the Revolver Credit Agreement
and the other Revolver Documents, and (iii) the Management Services and
Reimbursement Agreement, in each case as they may be amended, restated,
supplemented or otherwise modified from time to time to the extent permitted
thereunder and pursuant to subsection 2.5.

                  "CREDITOR OBLIGATIONS" means, collectively, the Approved
Operating Expenses, Revolver Loan Obligations, Term Loan Obligations, Management
Services and Reimbursement Agreement Obligations, Cash Management Obligations,
and Prepetition Unsecured Claims Participation Interest.

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                  "CREDITOR PARTIES" means Collateral Agent, Revolver Agent,
Term Loan Agents, Revolver Lenders, Term Loan Lenders, Cash Management Bank,
Prepetition Unsecured Claims Agent and Management Services and Reimbursement
Agreement Beneficiaries.

                  "DEBENTURE CLOSING DATE" means the date on which the
Bankruptcy Court shall have entered the Debenture Disbursing Agent Authorization
Order.

                  "DEBENTURE DISBURSING AGENT" means Wells Fargo Bank, N.A., in
its capacity as disbursing agent for the holders of the 9.25% Debentures, and
each of its successors, under the Approved Plan of Reorganization, the
Confirmation Order, the Debenture Disbursing Agent Authorization Order and the
disbursing agreement relating thereto to be entered into on or after the Closing
Date.

                  "DEBENTURE DISBURSING AGENT AUTHORIZATION ORDER" means an
order or orders of the Bankruptcy Court authorizing Wells Fargo Bank, N.A. to
enter into this Agreement as a Term Loan Lender and to serve as the Debenture
Disbursing Agent with respect to Term Loans allocable to the Debenture
Disbursing Agent as described in the first sentence of subsection 9.25A(i) of
the Term Loan Agreement.

                  "DEBENTURE INTEREST" means, with respect to any Non-Confirming
Holder, (i) prior to the Debenture Closing Date, the claim in respect of the
9.25% Debentures held by such Non-Confirming Holder, and (ii) on and after the
Debenture Closing Date, the interest held by such Non-Confirming Holder in any
Term Loan distributed on the Debenture Closing Date or the Determination Date to
the Debenture Disbursing Agent; provided, however, that any Debenture Interest
shall cease to be a Debenture Interest at such time that the Non-Confirming
Holder with respect thereto shall become a Lender in accordance with subsection
9.25 of the Term Loan Agreement.

                  "DETERMINATION DATE" means the "Determination Date" as defined
in the Approved Plan of Reorganization.

                  "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.

                  "DHC" means Danielson Holding Corporation, a Delaware
corporation.

                  "DHC TAX SHARING AGREEMENT" means the tax sharing agreement
entered into by DHC, Company and Covanta on the Closing Date, as such agreement
may be amended, restated supplemented or otherwise modified from time to time to
the extent permitted thereunder and pursuant to subsection 2.5(a).

                  "DISBURSING AGENT" means either Debenture Disbursing Agent or
Allowed Class 6 Disbursing Agent, and "DISBURSING AGENTS" means each of them.

                  "DISTRIBUTION" means, with respect to any Creditor Obligation,
(a) any payment or distribution by Covanta or any of its Subsidiaries of cash,
securities or other assets and properties of any kind whatsoever, real or
personal, tangible or intangible, or mixed, whether

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now owned or existing or hereafter acquired or arising and wheresoever located,
by set-off or otherwise, on account of such Creditor Obligation, (b) any
redemption, purchase or other acquisition of such Creditor Obligation by Covanta
or any of its Subsidiaries or (c) the granting of any Lien to or for the benefit
of the holders of such Creditor Obligation in or upon any or all assets and
properties of any kind whatsoever, real or personal, tangible or intangible, or
mixed, whether now owned or existing or hereafter acquired or arising and
wheresoever located of Covanta or any of its Subsidiaries.

                  "DOMESTIC SUBSIDIARY" means any Subsidiary of any Borrower
that is incorporated or organized under the laws of the United States, any state
thereof or in the District of Columbia.

                  "ENFORCEMENT ACTION" shall mean the exercise by any Secured
Party of any of the enforcement rights and remedies under, and subject to the
provisions of, the Collateral Documents at any time on or after an Event of
Default, including any or all of the following: any motion to vacate any stay on
enforcement of the Liens on the Collateral, solicitation of bids from third
parties to conduct the liquidation of Collateral, the engagement or retention of
third parties for the purposes of marketing, promoting or selling all or any
Collateral, the commencement of any action to foreclose on the Liens on any of
the Collateral, notification of account debtors to make payments to any Secured
Party or its agents, any action to take possession of any Collateral or
otherwise in connection with the preservation or protection of any of the
Collateral, its value or any rights or remedies therein or otherwise or as may
be deemed necessary or appropriate to enhance the likelihood or maximize the
repayment of the Secured Obligations.

                  "EVENT OF DEFAULT" means a Revolver Event of Default and/or a
Term Loan Event of Default.

                  "EXISTING IPP INTERNATIONAL PROJECT GUARANTIES" means,
collectively, (i) the existing guaranty by Covanta Energy Group of the
obligations of certain Subsidiaries of Company under certain agreements relating
to the Haripur Project, the Samalpatti Project and the Trezzo Project, (ii) the
existing guaranty by Covanta Projects, Inc. of the obligations of certain
Subsidiaries of Company under certain agreements relating to the Quezon Project,
and (iii) the existing guaranty by Covanta of the obligations certain
Subsidiaries of Company under certain agreements relating to the Balaji/Madurai
Project and the LICA Project, as each such guaranty may be amended, restated,
supplemented or otherwise modified to the extent permitted pursuant to
subsection 2.5(a).

                  "GOVERNING BODY" means the board of directors or other body
having the power to direct or cause the direction of the management and policies
of a Person that is a corporation, partnership, trust or limited liability
company.

                  "GROSS RECEIPTS" means, in respect of any Asset Sale, the
total cash payments (including any cash received by way of deferred payment
pursuant to, or by monetization of, a note receivable or otherwise, but only as
and when so received) received from such Asset Sale minus any repayment of debt
related to the assets sold in such Asset Sale which is made in connection with
such Asset Sale and is not prohibited under the Revolver Credit Agreement and
Term Loan Agreement.

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                  "JUNIOR CREDITOR" shall have the meaning assigned to that term
in subsection 4.2(e).

                  "LENDERS" means Term Loan Lenders and Revolver Lenders.

                  "LIEN" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

                  "LOAN PARTIES" means Company, the other Borrowers, CEA, and
Management Services and Reimbursement Agreement Obligors.

                  "MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT" means the
management services and reimbursement agreement entered into by Company and
Covanta and certain of their respective Subsidiaries on the Closing Date, in
form and substance satisfactory to Revolver Agent and Term Loan Agents as such
agreement may be amended, restated, supplemented or otherwise modified from time
to time to the extent permitted thereunder and pursuant to subsection 2.5(a).

                  "MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT
BENEFICIARIES" shall have the meaning assigned to that term in the introduction
to this Agreement.

                  "MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT OBLIGATIONS"
means, as at any date of determination, the obligations of Management Services
and Reimbursement Agreement Obligors then due and payable under Section 4(b) of
the Management Services and Reimbursement Agreement; provided, however, that no
such obligations shall be included in "Management Services and Reimbursement
Agreement Obligations" if such obligation arises as a result of (i) any action
or inaction by Covanta or any of its Subsidiaries (other than Company and its
Subsidiaries), not triggered by a failure to perform by Company or any of its
Subsidiaries or (ii) the failure of any Management Services and Reimbursement
Agreement Beneficiary to renew, replace or extend, or cause the renewal,
replacement or extension of, a Letter of Credit (as defined in the Management
Services and Reimbursement Agreement); provided, however that the letter of
credit dated February 28, 1999 issued by Citibank, N.A. to secure an obligation
of NEPC Consortium Ltd. under certain Haripur project documents, and any
renewal, replacement or extension of such letter of credit, shall in each case
be excluded under this clause (ii) to the extent such letter of credit is not
renewed, replaced or extended as a result of (x) the refusal of the issuer
thereof (or any other proposed issuer acceptable to the beneficiary thereof) to
so renew, replace or extend such letter of credit on an unsecured basis or (y)
the failure of any other account party thereunder to satisfy any condition
precedent imposed by the issuer thereof (or any other proposed issuer acceptable
to the beneficiary thereof) to such renewal, replacement or extension.

                  "MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT OBLIGORS"
shall have the meaning assigned to that term in the introduction to this
Agreement.

                  "MANDATORY PAYMENTS" means any amount described in subsections
2.4A(iii)(a)-(e) of the Revolver Credit Agreement and subsections
2.4A(ii)(a)-(e) of

                                       10

<PAGE>

the Term Loan Agreement to be applied as a prepayment of the Term Loans and/or
the Revolver Loans and/or a permanent reduction of the Revolver Loan
Commitments.

                  "NET ASSET SALE PROCEEDS" means, with respect to any Asset
Sale, Gross Receipts received from such Asset Sale, net of any bona fide direct
costs incurred in connection with such Asset Sale, including (i) income taxes
reasonably estimated to be actually payable prior to the earlier of (a) the date
which is eighteen months from the date of such Asset Sale and (b) the Maturity
Date as a result of any gain recognized in connection with such Asset Sale, (ii)
additional Taxes actually payable upon the closing of such Asset Sale (including
any transfer Taxes or Taxes on gross receipts), (iii) actual, reasonable and
documented out-of-pocket fees and expenses (including reasonable legal fees,
reasonable fees to advisors and severance costs that are due (pursuant to a
Contractual Obligation of Company or any of its Subsidiaries in effect prior to
such Asset Sale or pursuant to applicable law) and payable immediately upon
consummation of such Asset Sale to employees of Company and its Subsidiaries
that are terminated as a result thereof) paid to Persons other than Company and
its Subsidiaries and their respective Affiliates in connection with such Asset
Sale (including fees necessary to obtain any required consents of such Persons
to such Asset Sale), and (iv) payment of the outstanding principal amount of,
premium or penalty, if any, and interest on any indebtedness (other than
Revolver Loans and Term Loans) that is (x) secured by a valid, enforceable and
perfected Lien on the stock or assets in question that is permitted under
subsection 6.2 of each Credit Agreement and (y) required to be repaid under the
terms of such indebtedness as a result of such Asset Sale (without duplication
of amounts deducted in calculating the Gross Receipts from such Asset Sale) and
is permitted to be paid under the Credit Documents.

                  "NET INSURANCE/CONDEMNATION PROCEEDS" means any cash payments
or Proceeds received by Company or any of its Subsidiaries (i) under any
business interruption or casualty insurance policy in respect of a covered loss
thereunder or (ii) as a result of the taking of any assets of Company or any of
its Subsidiaries by any Person pursuant to the power of eminent domain,
condemnation or otherwise, or pursuant to a sale of any such assets to a
purchaser with such power under threat of such a taking, in each case net of (a)
income taxes reasonably estimated to be actually payable prior to the earlier of
(1) the date which is eighteen months from the date of such receipt and (2)
March ___, 2007 as a result of the receipt of such payments of proceeds and (b)
any actual, reasonable and documented out-of-pocket fees and expenses (including
reasonable legal fees, reasonable fees to advisors and severance costs that are
due (pursuant to a Contractual Obligation, or written employment policy
applicable to terminated employees generally, of Company or any of its
Subsidiaries in effect prior to the event causing or relating to the payment
referred to in clause (i) or (ii) hereof or pursuant to applicable law) and
payable on or prior to the receipt of such payment or proceeds to employees of
Company and its Subsidiaries that have been terminated as a result of the
relevant loss, taking or sale) paid to Persons other than Company and its
Subsidiaries and their respective Affiliates in connection with the relevant
loss, taking or sale or the adjustment or settlement of any claims of Company or
such Subsidiary in respect thereof; provided, however, that Net
Insurance/Condemnation Proceeds shall be reduced in an amount equal to the
amount of proceeds Subsidiaries of Company are legally bound or required,
pursuant to Contractual Obligations in effect on the Closing Date, or which were
entered into after the Closing Date with respect to the financing or acquisition
of a Project, to use for purposes other than application pursuant to subsection
4.1(b).

                                       11

<PAGE>

                  "9.25% DEBENTURES" means the "9.25% Debenture Claims" as such
term is defined in the Approved Plan of Reorganization.

                  "NON-CONFIRMING HOLDER" means, on any date of determination, a
Person that holds on such date a Debenture Interest or an Allowed Class 6
Interest in Term Loans initially allocable in accordance with subsection
9.25A(i) of the Term Loan Agreement to the Debenture Disbursing Agent or the
Allowed Class 6 Disbursing Agent, respectively.

                  "OBLIGATIONS" means all obligations of every nature of Loan
Parties under the Credit Documents, including any liability of such Loan Party
on any claim arising out of or relating to the Credit Documents, whether or not
the right to payment in respect of such claim is reduced to judgment,
liquidated, unliquidated, fixed or contingent, matured, disputed, undisputed,
legal, equitable, secured or unsecured, and whether or not such claim is
discharged, stayed or otherwise affected by any bankruptcy, insolvency,
reorganization or other similar proceeding. Without limiting the generality of
the foregoing, the Obligations of the Loan Parties under the Credit Documents
include (a) the obligation to pay principal, interest (including all interest
which accrues after the commencement of any case or proceeding in bankruptcy
after the insolvency of, or for the reorganization of, any Loan Party, whether
or not allowed in such case or proceeding), charges, expenses, fees, attorneys'
fees and disbursements, indemnities and other amounts payable by any Borrower
and any other Loan Party under any Credit Document and (b) the obligation to
reimburse any amount in respect of any of the foregoing that any Agent or any
Lender, in its sole discretion, may elect to pay or advance on behalf of such
Borrower or other Loan Party; provided, that nothing in this definition shall be
construed as creating any obligations of DHC under the Credit Documents that are
not expressly set forth in such Credit Documents.

                  "OFFICER'S CERTIFICATE" means, as applied to any Person that
is a corporation, partnership, trust or limited liability company, a certificate
executed on behalf of such Person by one or more Officers of such Person or one
or more Officers of a general partner or a managing member if such general
partner or managing member is a corporation, partnership, trust or limited
liability company.

                  "PAYMENT IN FULL" and "PAID IN FULL" means (i) as to the
Revolver Loan Obligations, the payment and satisfaction in full in immediately
available funds of all of such Revolver Loan Obligations and, other than for
purposes of subsection 4.2(a), the termination of all Revolver Loan Commitments,
(ii) as to the Term Loan Obligations, the payment and satisfaction in full in
immediately available funds of all of such Term Loan Obligations and the
termination of the Term Loan Commitments, (iii) as to the Approved Operating
Expenses, the payment in full in immediately available funds of all such
Approved Operating Expenses to the extent then due and payable, (iv) as to the
Management Services and Reimbursement Agreement Obligations, the payment and
satisfaction in full in immediately available funds of all of such Management
Services and Reimbursement Agreement Obligations to the extent then due and
payable pursuant to the Management Services and Reimbursement Agreement, (v) as
to any amounts payable hereunder with respect to the Prepetition Unsecured
Claims Participation Interest, the payment to Prepetition Unsecured Claims Agent
of 5% of the aggregate cumulative amount of Aggregate Net Sales Proceeds not to
exceed $4,000,000 and (vi) as to any other Secured Obligations, the payment and
satisfaction in full in immediately available funds of all

                                       12

<PAGE>

such Secured Obligations then outstanding. If after receipt of any payment of,
or Proceeds of Collateral applied to the payment of, any of the Creditor
Obligations, Collateral Agent or any other Creditor Party, as applicable, is
required to surrender or return such payment or Proceeds to any Person for any
reason, then the Creditor Obligations intended to be satisfied by such payment
or Proceeds shall be reinstated and continue and this Agreement shall continue
in full force and effect as if such payment or Proceeds had not been received by
Collateral Agent or such other Creditor Party, as the case may be.

                  "PARTIES" means the Loan Parties, Secured Parties and Creditor
Parties from time to time party to this Agreement.

                  "PERMITTED ENCUMBRANCES" shall have the meaning assigned to
that term in both the Term Loan Agreement and Revolver Credit Agreement as in
effect on the date hereof.

                  "PERSON" or "PERSONS" means and include natural persons,
corporations, limited partnerships, general partnerships, limited liability
companies, limited liability partnerships, joint stock companies, Joint Ventures
(as defined in the Credit Agreements), associations, companies, trusts, banks,
trust companies, land trusts, business trusts or other organizations, whether or
not legal entities, and governments (whether federal, state or local, domestic
or foreign, and including political subdivisions thereof) and agencies or other
administrative or regulatory bodies thereof.

                  "PETITION DATE" means April 1, 2002.

                  "PLAN OF REORGANIZATION" means the Debtors' Second Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code as filed with the
Bankruptcy Court on January 14, 2004 (and as revised and amended through March
2, 2004), together with the Reorganization Plan Supplement to Debtors' Second
Joint Plan of Reorganization filed with the Bankruptcy Court on February 18,
2004 in connection therewith.

                  "PREPETITION UNSECURED CLAIMS" means "Parent and Holding
Company Unsecured Claims" that are "Allowed," as such terms are defined in the
Approved Plan of Reorganization.

                  "PREPETITION UNSECURED CLAIMS AGENT" shall have the meaning
assigned to that term in the introduction to this Agreement.

                  "PREPETITION UNSECURED CLAIMS PARTICIPATION INTEREST" means
the right of holders of Allowed Class 6 Claims to receive 5% of the amount of
Aggregate Net Sale Proceeds up to but not exceeding the total sum of $4,000,000
in the aggregate.

                  "PROCEEDS" means "proceeds", as such term is defined in the
UCC and, in any event, shall include (i) any and all proceeds of any insurance,
indemnity, warranty or guaranty payable to any of the Loan Parties or Collateral
Agent from time to time with respect to any of the Collateral, (ii) any and all
payments (in any form whatsoever) made or due and payable to any of the Loan
Parties from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral, by any
governmental body, authority, bureau or agency (or any person acting under color
of governmental authority),

                                       13

<PAGE>

and (iii) any and all other consideration (in any form whatsoever) or other
amounts from time to time paid or payable under or in connection with any of the
Collateral upon disposition or otherwise.

                  "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 Company and its Subsidiaries are permitted to be engaged hereunder for
which a Subsidiary or Subsidiaries of 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 Closing Date permitted under this Agreement; provided, however, that a
Project shall cease to be a Project of Company and its Subsidiaries at such time
that 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.

                  "REQUISITE OBLIGEES" means (i) until Payment in Full of all
Revolver Loan Obligations, Requisite Revolver Lenders; and (ii) from and after
Payment in Full of all Revolver Loan Obligations, Requisite Term Loan Lenders.

                  "REQUISITE REVOLVER LENDERS" means Lenders having or holding
more than 50% of the aggregate Revolver Loan Exposure of all Revolver Lenders;
provided, however, that prior to the Closing Date, for purposes of this
definition the Revolver Loan Exposure of each Revolver Loan Lender shall equal
the original Revolver Loan Commitment of such Revolver Loan Lender on the
Closing Date.

                  "REQUISITE TERM LOAN LENDERS" means Lenders having or holding
more than 50% of the aggregate Term Loan Exposure of all Term Loan Lenders;
provided, however, that prior to the Closing Date, for purposes of this
definition the Term Loan Exposure of each Term Loan Lender shall equal the
original Term Loan Commitment of such Term Loan Lender on the Closing Date.

                  "REVOLVER AGENT" shall have the meaning assigned to that term
in the introduction hereto.

                  "REVOLVER BORROWER" shall have the meaning assigned to that
term in the introduction hereto.

                  "REVOLVER CREDIT AGREEMENT" means that (i) certain credit
agreement dated as of the date hereof by and among Company and the other
Revolver Borrowers, Revolver Lenders and Revolver Agent, (ii) any credit
agreement entered into by Revolver Borrowers to refinance, replace, renew or
extend, in whole or in party, the credit agreement referenced in clause (i) and
the indebtedness issued thereunder to the extent permitted pursuant to the Term
Loan Agreement, in the case of clause (i) or (ii), as such credit agreement may
be amended, restated, supplemented or otherwise modified from time to time to
the extent permitted thereunder and pursuant to subsection 2.5(b).

                                       14

<PAGE>

                  "REVOLVER DOCUMENTS" means the "Loan Documents" as such term
is defined in the Revolver Credit Agreement (or any comparable term with respect
to any replacement Revolver Credit Agreement not prohibited hereunder).

                  "REVOLVER EVENT OF DEFAULT" means an "Event of Default" under
and as defined in the Revolver Credit Agreement.

                  "REVOLVER LENDER" shall have the meaning assigned to that term
in the introduction to this Agreement.

                  "REVOLVER LOAN" or "REVOLVER LOANS" means the loans made (or
deemed made) by Revolver Lenders to Revolver Borrowers under the Revolver Credit
Agreement.

                  "REVOLVER LOAN COMMITMENT" means, as at any date of
determination, the commitment of a Revolver Lender to make Revolver Loans to
Revolver Borrowers pursuant to the Revolver Credit Agreement.

                  "REVOLVER LOAN EXPOSURE" with respect to any Revolver Lender,
means, as of any date of determination (i) prior to the termination of the
Revolver Loan Commitments, that Revolver Lender's Revolver Loan Commitment, and
(ii) after the termination of the Revolver Loan Commitments, the aggregate
outstanding principal amount of the Revolver Loans of that Revolver Lender.

                  "REVOLVER LOAN OBLIGATIONS" means any and all Obligations to
the extent arising under or with respect to the Revolver Loan Commitments or the
Revolver Loans, including principal and interest on any Revolver Loans and the
fees and other amounts accruing or otherwise owed with respect to the Revolver
Loan Exposure and all other Obligations of a Loan Party with respect to Revolver
Loans; provided, however, that Obligations of any Loan Party for interest or
commitment fees with respect to any Revolver Loan Document and Revolver Loan
Commitments that accrue or may be incurred under any Revolver Loan Document
after the commencement by or against any Loan Party of a Bankruptcy Proceeding
shall be included in the Revolver Loan Obligations solely to the extent
recoverable from such Loan Party or its estate in such proceeding.

                  "SECURED PARTIES" means Term Loan Lenders, Revolver Lenders,
Term Loan Agents, Revolver Agent, Cash Management Bank and Collateral Agent.

                  "SECURED OBLIGATIONS" means all Obligations of Loan Parties
from time to time under the Credit Agreements and the other Revolver Documents
and Term Loan Documents and all obligations owing to Collateral Agent hereunder
or under each Collateral Document, and all Cash Management Obligations.

                  "SECURITIES" means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated, certificated or uncertificated, or otherwise, or in general any
instruments commonly known as "securities" or any certificates of interest,
shares or

                                       15

<PAGE>

participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.

                  "SECURITIES ACCOUNT" means an account to which a financial
asset is or may be credited in accordance with an agreement under which the
Person maintaining the account undertakes to treat the Person for whom the
account is maintained as entitled to exercise the rights that comprise the
financial asset.

                  "SECURITY AGREEMENT" means the Security Agreement executed and
delivered by Borrowers on the Closing Date pursuant to the Revolver Credit
Agreement and Term Loan Agreement, as such agreement may from time to time
hereafter be amended, restated, supplemented or otherwise modified to the extent
permitted pursuant to subsection 2.4.

                  "SENIOR AGENT" means, (i) until Payment in Full of all
Revolver Loan Obligations, Revolver Loan Agent and (ii) from and after Payment
in Full of all Revolver Loan Obligations and until Payment in Full of all Term
Loan Obligations, Term Loan Agent.

                  "SENIOR CREDITOR" shall have the meaning assigned to that term
in subsection 4.2(e).

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, trust, limited liability company, association, joint
venture or other business entity of which more than 50% of the total voting
power of shares of stock or other ownership interests entitled (without regard
to the occurrence of any contingency) to vote in the election of the members of
the Governing Body 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.

                  "SUPERPRIORITY TERM LOAN OBLIGATIONS" means all Term Loan
Obligations in respect of accrued and unpaid interest on the Term Loans
(including, for the avoidance of doubt, accrued and unpaid interest on
Additional Interest Loans; it being understood and agreed that, to the extent
interest on the Term Loans is paid through the issuance of Additional Interest
Loans pursuant to subsection 2.2B(ii) of the Term Loan Agreement, such interest
shall be deemed paid for purposes of this definition).

                  "SUPPLEMENTAL COLLATERAL AGENT" has the meaning assigned to
that term in subsection 6.1(c).

                  "TAX" or "TAXES" means any present or future tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed, including interest, penalties, additions to tax and any
similar liabilities with respect thereto.

                  "TERM LOAN" or "TERM LOANS" means the loans made (or deemed
made) by Term Loan Lenders to Term Loan Borrowers pursuant to the Term Loan
Agreement, including any Additional Interest Loans (as defined in the Term Loan
Agreement) and loans deemed made after the Closing Date pursuant to subsection
2.1 of the Term Loan Agreement.

                                       16

<PAGE>

                  "TERM LOAN AGENT" shall have the meaning assigned to that term
in the introduction to this Agreement.

                  "TERM LOAN AGENTS" means Term Loan Agent and Term Loan
Documentation Agent.

                  "TERM LOAN AGREEMENT" means that (i) certain credit agreement
dated as of the date hereof by and among Company and the other Term Loan
Borrowers, Term Loan Lenders and the Term Loan Agents, (ii) any credit agreement
entered into by the Term Loan Borrowers to refinance, replace, renew or extend,
in whole or in part, the credit agreement referenced in clause (i) and the
indebtedness thereunder to the extent permitted pursuant to the Revolver Credit
Agreement, in the case of clause (i) or (ii), as such credit agreement may be
amended, restated, supplemented or otherwise modified from time to time to the
extent permitted thereunder and pursuant to subsection 2.5(c).

                  "TERM LOAN BORROWERS" shall have the meaning assigned to that
term in the introduction to this Agreement.

                  "TERM LOAN COMMITMENT" means, as at any date of determination,
the commitment of a Term Loan Lender to make Term Loans to Term Loan Borrowers
pursuant to the Term Loan Agreement.

                  "TERM LOAN DOCUMENTATION AGENT" shall have the meaning
assigned to that term in the introduction to this Agreement.

                  "TERM LOAN DOCUMENTS" means the "Loan Documents" as such term
is defined in the Term Loan Agreement (or any comparable term with respect to
any replacement Term Loan Agreement not prohibited hereunder).

                  "TERM LOAN EVENT OF DEFAULT" means an "Event of Default" under
and as defined in the Term Loan Agreement.

                  "TERM LOAN EXPOSURE" with respect to any Term Loan Lender,
means, as of any date of determination the aggregate outstanding principal
amount of the Term Loans of that Term Loan Lender.

                  "TERM LOAN LENDER" shall have the meaning assigned to that
term in the introduction to this Agreement.

                  "TERM LOAN OBLIGATIONS" means any and all Obligations to the
extent arising under or with respect to the Term Loan Commitments or the Term
Loans, including principal and interest on any Terms Loans and fees and other
amounts accruing or otherwise owed with respect to the Term Loan Exposure;
provided, however, that Obligations of any Loan Party for interest with respect
to any Term Loan Document and Term Loan Commitments that accrue or may be
incurred under any Term Loan Document after the commencement by or against any
Loan Party of a Bankruptcy Proceeding shall be included in the Term Loan
Obligations solely to the extent recoverable from such Loan Party or its estate
in such proceeding.

                                       17

<PAGE>

                  "THIRD-PARTY GUARANTY" shall have the meaning assigned to that
term in subsection 4.2(h).

                  "UCC" means the Uniform Commercial Code as the same may, from
time to time, be in effect in the State of New York; provided, however, in the
event that, by reason of mandatory provisions of law, the priority of any
Secured Party's security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York,
the term "UCC" means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such priority and
for purposes of definitions related to such provisions.

                  "UNITED STATES" means the United States of America.

                  1.2 OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

                  (a) Any of the terms defined herein may, unless the context
         otherwise requires, be used in the singular or the plural, depending on
         the reference.

                  (b) References to "Sections" and "subsections" shall be to
         Sections and subsections, respectively, of this Agreement unless
         otherwise specifically provided.

                  (c) The use of the word "include" or "including", when
         following any general statement, term or matter, shall not be construed
         to limit such statement, term or matter to the specific items or
         matters set forth immediately following such word or to similar items
         or matters, whether or not nonlimiting language (such as "without
         limitation" or "but not limited to" or words of similar import) is used
         with reference thereto, but rather shall be deemed to refer to all
         other items or matters that fall within the broadest possible scope of
         such general statement, term or matter.

                  (d) In the event of any refinancing, replacement or extension
         of any Credit Agreement, references in this Agreement to sections or
         subsections of such Credit Agreement shall refer to the functionally
         equivalent sections or subsections in such refinanced, replaced or
         extended agreement as the context requires.

                                   SECTION II

                  2.1 APPOINTMENT AS COLLATERAL AGENT. Each Secured Party (i)
appoints Bank of America to serve as collateral agent and representative of each
such Secured Party (to the extent applicable) under this Agreement and each of
the Collateral Documents (in such capacity, together with its successors in such
capacity, the "COLLATERAL Agent") and (ii) irrevocably authorizes Collateral
Agent to act as agent for the Secured Parties for the purpose of executing and
delivering, on behalf of all such Secured Parties, the Collateral Documents and,
subject to the provisions of this Agreement, for the purpose of exercising such
powers, rights and remedies hereunder and under the other Collateral Documents
as are specifically delegated or granted to Collateral Agent by the terms hereof
and thereof, together with such powers, rights and remedies as are reasonably
incidental thereto. For the avoidance of doubt, it is understood and agreed that
the Collateral Agent is the "Secured Party" or, as the case may be, the
"Mortgagee" referred to in the Collateral Documents. Each Secured Party and
Collateral Agent hereby appoints each other

                                       18

<PAGE>

Secured Party as agent for the purpose of perfecting Collateral Agent's security
interest in Collateral that, in accordance with the UCC, can be perfected by
possession or control.

                  2.2 DECISIONS RELATING TO ENFORCEMENT ACTIONS AND OTHER
MATTERS VESTED IN REQUISITE OBLIGEES.

                  (a) Collateral Agent agrees to take such Enforcement Actions
         and all such actions with respect to Collateral which is perfected only
         by control of such Collateral, in each case as may be directed by
         Requisite Obligees (it being understood and agreed that if, at any time
         Collateral Agent determines that the requisite percentages constituting
         Requisite Obligees shall have been obtained, the Collateral Agent may
         and shall be fully authorized, as of such time and without the need for
         further direction from any Secured Party, to take or not take such
         action as the Requisite Obligees direct); provided, however, that
         notwithstanding anything in this Agreement to the contrary, Collateral
         Agent shall not be required to take any action that is in its judgment
         contrary to law or to the terms of this Agreement or any or all of the
         Collateral Documents or which would in its opinion subject it or any of
         its officers, employees or directors to liability, and Collateral Agent
         shall not be required to take any action under this Agreement or any or
         all of the Collateral Documents unless and until Collateral Agent shall
         be indemnified to its satisfaction by the relevant Parties against any
         and all losses, costs, expenses or liabilities in connection therewith.

                  (b) Each Secured Party agrees that Collateral Agent may act as
         Requisite Obligees may request (regardless of whether any individual
         Party or any other Secured Party agrees, disagrees or abstains with
         respect to such request), that Collateral Agent shall have no liability
         for acting in accordance with such request (provided such action does
         not conflict with the express terms of this Agreement) and that no
         Secured Party shall have any liability to any other Party for any such
         request, except, in each case, liability arising from the gross
         negligence or willful misconduct of such Person. Collateral Agent shall
         give prompt notice to all Secured Parties of actions taken pursuant to
         the instructions of Requisite Obligees; provided, however, that the
         failure to give any such notice shall not impair the right of
         Collateral Agent to take any such action or the validity or
         enforceability under this Agreement and the applicable Collateral
         Documents of the action so taken.

                  (c) Collateral Agent may at any time request directions from
         the Requisite Obligees with respect to the Collateral Documents as to
         any course of action or other matter relating hereto or to the
         Collateral Documents. Except as otherwise provided in the Collateral
         Documents, directions given by Requisite Obligees to Collateral Agent
         with respect to the Collateral and Collateral Documents shall be
         binding on all Secured Parties for all purposes (provided such
         directions do not conflict with the express terms of this Agreement).

                  (d) Each Secured Party, by accepting the benefits hereof and
         of the Collateral Documents, agrees not to take any Enforcement Action
         whatsoever, in each case except through Collateral Agent in accordance
         with this Agreement.

                                       19

<PAGE>

                  2.3 NET INSURANCE/CONDEMNATION PROCEEDS.

                  (a) Unless prohibited by contractual or other legal
         requirement, all policies of insurance required to be maintained under
         any Credit Document shall (a) name Collateral Agent, for the benefit of
         Secured Parties, as an additional insured thereunder as its interests
         may appear and (b) in the case of each business interruption and
         casualty insurance policy, contain a loss payable clause or
         endorsement, satisfactory in form and substance to Revolver Loan Agent
         and Term Loan Agent, that names Collateral Agent for the benefit of
         Secured Parties as the loss payee thereunder for any covered loss in
         excess of $1,000,000 and provides for at least 30 days prior written
         notice to Collateral Agent of any modification or cancellation of such
         policy. As soon as practicable after the Closing Date, Company shall
         deliver to Agents, a certificate from Borrowers' insurance broker(s) or
         other evidence satisfactory to it that all insurance required to be
         maintained pursuant to this subsection 2.3 is in full force and effect
         and that Collateral Agent on behalf of Secured Parties has been named
         as additional insured and/or loss payee thereunder to the extent
         required under this subsection 2.3.

                  (b) Upon receipt by Collateral Agent of any Net
         Insurance/Condemnation Proceeds as loss payee, (a) if and to the extent
         Company would have been required to apply such Net
         Insurance/Condemnation Proceeds (if it had received them directly)
         pursuant to the Revolver Credit Agreement (or, if the Revolver Loan
         Obligations have been Paid in Full, the Term Loan Agreement),
         Collateral Agent shall, and Company hereby authorizes Collateral Agent
         to, apply such Net Insurance/Condemnation Proceeds as provided in
         subsection 4.1(b) or, to the extent applicable, subsection 4.2, and (b)
         to the extent the foregoing clause (a) does not apply, Collateral Agent
         shall deliver such Net Insurance/Condemnation Proceeds to Company, and
         (1) Company and its Subsidiaries may retain and apply any portion
         thereof that is business interruption insurance proceeds for working
         capital purposes or any other purposes not prohibited under the Credit
         Agreements and (2) Company shall, or shall cause one or more of its
         Subsidiaries to, promptly apply such Net Insurance/Condemnation
         Proceeds that are not business interruption insurance proceeds to the
         costs of repairing, restoring, or replacing the assets in respect of
         which such Net Insurance/Condemnation Proceeds were received; provided,
         however that if at any time Senior Agent reasonably determines (A) that
         Company or such Subsidiary is not proceeding diligently with such
         repair, restoration or replacement or that such repair, restoration or
         replacement cannot be completed within 180 days after the receipt by
         Collateral Agent of such Net Insurance/Condemnation Proceeds, Senior
         Agent may direct Collateral Agent, and Company hereby authorizes Senior
         Agent and Collateral Agent to apply such Net Insurance/Condemnation
         Proceeds as provided in subsection 4.1(b).

                  2.4 AMENDMENTS, MODIFICATIONS, WAIVERS AND RELEASES.
Notwithstanding anything in the Credit Agreements, Collateral Documents and
other Credit Documents to the contrary (but subject to subsection 7.1(c)),

                  (a) except in connection with any Enforcement Action, the
         release of the Lien granted in favor of Collateral Agent on all or
         substantially all of the Collateral under the Collateral Documents
         shall require the prior written consent of each Revolver Lender and

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<PAGE>

         each Term Loan Lender; (except that such Lien may be released on all or
         substantially all Collateral to the extent such release is required in
         connection with an Asset Sale or Asset Sales permitted under the Credit
         Agreements); provided however, that, if prior to or concurrently with
         any such release the Revolver Loan Obligations are Paid in Full, then
         such release shall not require any Revolver Lender's consent; and

                  (b) except as set forth in subsection 2.4(a), any amendment,
         modification, termination or waiver of, any Collateral Documents shall
         require the prior written consent of (i) until Payment in Full of all
         Revolver Loan Obligations, Requisite Revolver Lenders and (ii) until
         Payment in Full of all Term Loan Obligations, Requisite Term Loan
         Lenders.

                  2.5 AMENDMENTS, MODIFICATIONS AND WAIVERS WITH RESPECT TO
CREDIT DOCUMENTS. Any amendment or modification of, or waiver of compliance with
the terms of any Credit Document, shall (subject to subsection 7.1(c)) be
subject to the following requirements:

                  (a) Until (i) the termination of the Term Loan Agreement and
         the Payment in Full of all Term Loan Obligations, without the prior
         written consent of Requisite Term Loan Lenders, and (ii) the
         termination of the Revolver Credit Agreement and the Payment in Full of
         all Revolver Loan Obligations, without the prior written consent of
         Requisite Revolver Lenders, Company shall not, and shall not permit any
         of its Subsidiaries to amend, restate, modify or waive (or make any
         payment consistent with an amendment, restatement, modification or
         waiver of) any material provision of the Management Services and
         Reimbursement Agreement, the Existing IPP Project Guaranties, or the
         DHC Tax Sharing Agreement, in each case if the effect of such
         amendment, restatement, modification or waiver, together with all other
         amendments, restatements, modifications or waivers made, (a) is to
         impose additional material obligations on, or confer additional
         material rights to the holders thereof (or to other obligees with
         respect thereto) against, Company or any of its Subsidiaries, (b) is
         otherwise adverse to the interests of the Term Loan Lenders in a manner
         deemed material in the judgment of the Term Loan Agents or Requisite
         Term Loan Lenders so notifying Term Loan Agents or Company, or (c) is
         otherwise adverse to the interests of the Revolver Lenders in a manner
         deemed material in the judgment of the Revolver Agent or Requisite
         Revolver Lenders so notifying Revolver Agent or Company.

                  (b) Subject to the provisions of subsection 2.4, and until the
         termination of the Term Loan Agreement and the Payment in Full of all
         Term Loan Obligations, without the prior written consent of Requisite
         Term Loan Lenders, Revolver Lenders may not amend, restate, modify or
         waive (or receive any payment consistent with an amendment,
         restatement, modification or waiver of) any material provision of any
         of the Revolver Documents, unless (i) the terms of the Revolver
         Documents as so amended, restated, modified or waived are not more
         disadvantageous to Company and its Subsidiaries and the Term Loan
         Lenders (in a manner deemed material by Term Loan Agent or Requisite
         Term Loan Lenders so notifying Term Loan Agent or Company) than the
         Revolver Documents in effect on the Closing Date (it being understood
         and agreed that any amendment, restatement, modification or waiver
         having the effect of increasing the amount of, or reducing, delaying or
         waiving any otherwise required reduction in the

                                       21

<PAGE>

         amount of, any commitment to extend loans under the Revolver Documents
         shall be deemed to be more disadvantageous for purposes of this clause
         (i) without further notice or other action by Term Loan Agents or
         Requisite Term Loan Lenders), (ii) the aggregate amount of indebtedness
         and additional commitments to extend credit, if any, under the Revolver
         Documents as so amended, restated, modified or waived, do not exceed
         the aggregate amount of the commitments to extend credit in effect
         under the Revolver Documents on the Closing Date, (iii) the obligations
         under (and the Liens securing) such Revolver Documents as so amended,
         restated, modified or waived are subject to this Agreement on terms
         substantively identical to the terms applicable to the obligations in
         effect under the Revolver Documents on the Closing Date, and (iv)
         Company provides to Term Loan Agents reasonable prior advance written
         notice of such proposed amendment, restatement, modification or waiver
         and copies of all material contracts or other agreements being entered
         into in connection therewith.

                  (c) Subject to the provisions of subsection 2.4, and until the
         termination of the Revolver Credit Agreement and the Payment in Full of
         all Revolver Loan Obligations, without the prior written consent of
         Requisite Revolver Lenders, Term Loan Lenders may not amend, restate,
         modify or waive (or receive any payment consistent with an amendment,
         restatement, modification or waiver of) any material provision of any
         of the Term Loan Documents, unless (i) the terms of the Term Loan
         Documents as so amended, restated, modified or waived are not more
         disadvantageous to Company and its Subsidiaries and the Revolver
         Lenders (in a manner deemed material by Revolver Agent or Requisite
         Revolver Lenders so notifying Revolver Agent or Company) than the Term
         Loan Documents in effect on the Closing Date (it being understood and
         agreed that any amendment, restatement, modification or waiver having
         the effect of increasing the amount of, or reducing, delaying or
         waiving any otherwise required reduction in the amount of, any
         commitment to extend loans under the Term Loan Documents shall be
         deemed to be more disadvantageous for purposes of this clause (i),
         without further notice or other action by Revolver Agent or Requisite
         Revolver Lenders), (ii) the aggregate amount of indebtedness and
         additional commitments to extend credit, if any, under the Term Loan
         Documents as so amended, restated, modified or waived, do not exceed
         the aggregate amount of the commitments to extend credit in effect
         under the Term Loan Documents on the Closing Date plus the amount of
         any Additional Interest Loans and other Term Loans deemed made
         thereunder from time to time pursuant to subsections 2.2B and 2.1A of
         the Term Loan Agreement, respectively, (iii) the obligations under (and
         the Liens securing) such Term Loan Documents as so amended, restated,
         modified or waived are subject to this Agreement on terms substantively
         identical to the terms applicable to the obligations in effect under
         the Term Loan Documents on the Closing Date, and (iv) Company provides
         to Revolver Agent reasonable prior advance written notice of such
         proposed amendment, restatement, modification or waiver and copies of
         all material contracts or other agreements being entered into in
         connection therewith.

                  (d) Each Lender acknowledges and agrees that Borrowers have
         agreed to and are bound by the provisions of subsection 5.12 (Most
         Favored Nations Payments) of each Credit Agreement.

                                       22

<PAGE>

                                  SECTION III

                  3.1 PRIORITY OF LIENS. Notwithstanding the order or time of
attachment, or the order, time or manner of perfection, or the order or time of
filing or recordation of any document or instrument, or other method of
perfecting a security interest in favor of Collateral Agent in any Collateral,
and notwithstanding any conflicting terms or conditions which may be contained
in any of the Credit Documents, the Secured Parties agree that as among the
Secured Parties, the following Lien priorities shall strictly apply in defining
the respective Lien priorities of each Secured Party in the Collateral:

                  (a) first, the Liens upon the Collateral in favor of
         Collateral Agent to the extent securing the Secured Obligations owing
         from time to time to the Collateral Agent, in its capacity as
         Collateral Agent, to the full extent thereof;

                  (b) second: the Liens upon the Collateral in favor of
         Collateral Agent to the extent securing, on a pari passu basis, the
         Secured Obligations owing from time to time to the Term Loan Agents and
         Revolver Loan Agent, in their capacities as Term Loan Agents and
         Revolver Loan Agent, respectively, to the full extent thereof;

                  (c) third: the Liens upon the Collateral in favor of
         Collateral Agent to the extent securing, on a pari passu basis, (i) the
         remaining Revolver Loan Obligations, and (ii) the Cash Management
         Obligations, in each case to the full extent thereof; and

                  (d) fourth: the Liens upon the Collateral in favor of
         Collateral Agent to the extent securing the Term Loan Obligations to
         the full extent thereof.

                  3.2 PRIORITIES UNAFFECTED BY ACTION OR INACTION. The Lien
priorities in subsection 3.1 shall not be altered or otherwise affected by any
amendment, modification, supplement, extension, renewal, restatement or
refinancing of any of the Secured Obligations, nor by any action or inaction
which Collateral Agent or any other Secured Party may take or fail to take in
respect of the Collateral.

                                   SECTION IV

                  4.1 APPLICATION OF MANDATORY PREPAYMENTS UNDER CREDIT
AGREEMENTS AND NET ASSET SALE PROCEEDS. Notwithstanding anything in the Credit
Documents to the contrary but subject in all respects to subsection 4.2, so long
as any Creditor Obligations are outstanding (including any loans or any
commitments to lend):

                  (a) Any Mandatory Payments pursuant to subsection 2.4A(iii)(e)
         of the Revolver Credit Agreement and subsection 2.4A(ii)(e) of the Term
         Loan Agreement shall, in each case, be applied first, to the payment of
         any Approved Operating Expenses then due and payable to Management
         Services and Reimbursement Agreement Beneficiaries pursuant to the
         Management Services and Reimbursement Agreement; second, to the extent
         of any excess amounts remaining after application in clause first, to
         the payment of interest then due and payable on the Term Loans pursuant
         to subsection 2.2B(ii) of the Term Loan Agreement; third, to the extent
         of any excess amounts remaining after the application described in
         clauses first and second, to repay any

                                       23

<PAGE>

         Management Services and Reimbursement Agreement Obligations then due
         and payable; and fourth to the extent of any excess amounts remaining
         after application in clauses first, second and third, to prepay
         outstanding Term Loans.

                  (b) Any Mandatory Payments pursuant to subsections
         2.4A(iii)(a) - (d) of the Revolver Credit Agreement and subsection
         2.4A(ii)(a) - (d) of the Term Loan Agreement shall, in each case, be
         applied first, to the payment of any Approved Operating Expenses then
         due and payable to Management Services and Reimbursement Agreement
         Beneficiaries pursuant to the Management Services and Reimbursement
         Agreement, second, to the extent of any excess amounts remaining after
         the application described in clause first, (a) to reduce Revolver Loan
         Exposure in an amount equal to 50% of such excess amounts with such
         reduction in Revolver Loan Exposure to occur by repaying outstanding
         Revolver Loans to the full extent thereof and permanently reducing the
         Revolver Loan Commitments in the full amount of the portion of such
         payment so applied to reduce Revolver Loan Exposure (provided, however,
         that no such application shall reduce the Revolver Loan Commitments to
         the extent that the sum of any Cash On Hand plus the amount of Revolver
         Loan Commitments would be less than $10,000,000 after giving effect to
         such reduction), with any amounts so applied to Revolver Loan Exposure
         but not actually applied to repay Revolver Loans being retained by
         Revolver Borrowers, and (b) to repay any Management Services and
         Reimbursement Agreement Obligations then due and payable and
         outstanding Term Loans in an amount equal to 50% of such excess
         amounts, (with such amount being applied first to such Management
         Services and Reimbursement Agreement Obligations and then to prepay
         outstanding Term Loans); and third, if either (1) no Revolver Loans are
         outstanding and the sum of all Cash On Hand plus the amount of Revolver
         Loan Commitments is less than $10,000,000, or (2) no Management
         Services and Reimbursement Agreement Obligations and no Term Loans are
         outstanding, but both events described in clauses (1) and (2) shall not
         have occurred, to repay and reduce Revolver Loan Exposure by repaying
         Revolving Loans and permanently reducing Revolving Loan Commitment
         (with any amounts so applied to Revolver Loan Exposure but not actually
         applied to repay Revolver Loans being retained by Borrowers) or
         Management Services and Reimbursement Agreement Obligations and Term
         Loans (with amounts being applied first to Management Services and
         Reimbursement Agreement Obligations and then to Term Loans) to the
         extent required so that both such events shall occur; provided that,
         notwithstanding anything in the foregoing to the contrary, to the
         extent that any Mandatory Payment applied to prepay Term Loans pursuant
         to this subsection 4.1(b) constitutes Net Asset Sale Proceeds, 5% of
         the aggregate amount of such Net Asset Sale Proceeds shall be applied
         to the payment of Prepetition Unsecured Claims Participation Interest
         (provided, that the aggregate cumulative amount of all Net Asset Sale
         Proceeds so applied, when aggregated with all other Aggregate Net Sales
         Proceeds paid or distributed in respect of Prepetition Unsecured Claims
         Participation Interest, shall not exceed $4,000,000) and 95% of such
         amount shall be applied to prepay Term Loans).

                  (c) In the event that at the time of receipt by Company or any
         of its Subsidiaries of any Net Asset Sale Proceeds, the Term Loan
         Obligations shall have been Paid in Full and the Prepetition Unsecured
         Claims Participation Interest shall not have been Paid in Full at such
         time, 5% of the aggregate amount of such Net Asset Sale

                                       24

<PAGE>

         Proceeds shall be applied to the payment of the Prepetition Unsecured
         Claims Participation Interest until such time as the aggregate amount
         of such Net Asset Sale Proceeds applied to the payment of the
         Prepetition Unsecured Claims Participation Interest when aggregated
         with all other Aggregate Net Sale Proceeds paid or distributed in
         respect of the Prepetition Unsecured Claims Participation Interest,
         shall total $4,000,000.

                  (d) All payments of Term Loans pursuant to this subsection 4.1
         shall made to the Term Loan Agent for distribution to the Term Loan
         Lenders and the Disbursing Agents in accordance with the Term Loan
         Agreement, including subsection 9.25 thereof.

                  4.2 APPLICATION OF PROCEEDS OF COLLATERAL, ETC.

                  (a) Except as provided in subsection 4.2(b) or 4.2(c) below,
         upon the occurrence and during the continuation of an Event of Default
         or the termination of the Revolver Loan Commitments (other than as a
         result of any voluntary termination of Revolver Loan Commitments by
         Revolver Borrowers pursuant to subsection 2.4A(ii) of the Revolver
         Credit Agreement), if requested by Requisite Revolver Lenders with
         respect to any Revolver Event of Default or termination of Revolver
         Loan Commitments, or if requested by Requisite Term Loan Lenders with
         respect to any Term Loan Event of Default, (1) all Mandatory Payments
         or other payments received by any Agent or other Creditor Party on
         account of the Creditor Obligations, whether from any Loan Party or
         otherwise, shall promptly be delivered to Collateral Agent and upon
         receipt by Collateral Agent, applied by Collateral Agent against the
         Creditor Obligations and (2) all Proceeds received by Collateral Agent
         in respect of any sale of, collection from, or other realization upon
         all or any part of the Collateral or other Enforcement Action may, in
         the discretion of Senior Agent upon written direction to Collateral
         Agent, be held by Collateral Agent as Collateral for, and/or (then or
         at any time thereafter) applied in full or in part by Collateral Agent
         against, the applicable Creditor Obligations, in each case under
         clauses (1) and (2) in the following order of priority:

                           (i) First, to the payment of the costs and expenses
         of the exercise of rights and remedies and such sale, collection or
         other realization or Enforcement Action, including reimbursement of all
         expenses, liabilities and advances made or incurred by Collateral Agent
         in connection therewith (including for reasonable cost, fees and
         expenses of counsel and other professionals and agents retained by the
         Collateral Agent) and all amounts for which Collateral Agent is
         entitled to compensation, reimbursement and indemnification under any
         Credit Document and any other amounts then owing to Collateral Agent,
         in its capacity as Collateral Agent, pursuant to the Collateral
         Documents;

                           (ii) Second, to the extent proceeds remain after
         application as described in clause (i) above, pro rata among the
         following, based on the amounts outstanding as of any date of
         determination: all Secured Obligations owing to Term Loan Agents and
         Revolver Agent, in their capacities as Term Loan Agents and Revolver
         Agent, respectively;

                                       25

<PAGE>

                           (iii) Third, to the extent proceeds remain after
         application as described in clauses (i) and (ii) above, to the payment
         of Approved Operating Expenses until all Approved Operating Expenses
         have been Paid in Full;

                           (iv) Fourth, to the extent proceeds remain after
         application as described in clauses (i) through (iii) above, pro rata
         among the following, based on the amounts outstanding as of any date of
         determination: (i) all Revolver Loan Obligations (with any payment of
         the Revolver Loans resulting in a corresponding permanent reduction in
         the Revolver Loan Commitments), and (ii) all Cash Management
         Obligations, until all such Revolver Loan Obligations and Cash
         Management Obligations have been Paid in Full;

                           (v) Fifth, to the extent proceeds remain after
         application as described in clauses (i) through (iv) above, to the
         payment of the Superpriority Term Loan Obligations, until all
         Superpriority Term Loan Obligations have been Paid in Full;

                           (vi) Sixth, to the extent proceeds remain after
         application as described in clauses (i) through (v) above, to the
         payment of the Management Services and Reimbursement Agreement
         Obligations then due and payable, until all Management Services and
         Reimbursement Agreement Obligations have been Paid in Full;

                           (vii) Seventh, to the extent proceeds remain after
         application as described in clauses (i) through (vi) above, 5% of any
         such excess proceeds constituting Aggregate Net Sales Proceeds to the
         payment of the Prepetition Unsecured Claims Participation Interest in
         an aggregate cumulative amount which, when added to all other Aggregate
         Net Sale Proceeds paid or distributed in respect of the Prepetition
         Unsecured Claims Participation Interest, does not exceed $ 4,000,000;

                           (viii) Eighth, to the extent proceeds remain after
         application as described in clauses (i) through (vii) above, to the
         payment of the remaining Term Loan Obligations, until all Term Loan
         Obligations have been Paid in Full; and

                           (ix) Ninth, after application as described in clauses
         (i) through (viii) above and Payment in Full of all other Secured
         Obligations under the Revolver Credit Agreement, Term Loan Agreement,
         and all Secured Obligations then due and payable under the Management
         Services and Reimbursement Agreement, if any, and the termination of
         all Revolver Loan Commitments, to Loan Parties, or, subject to
         subsection 7.1(c), their successors or assigns, or to whosoever may be
         lawfully entitled to receive the same or as a court of competent
         jurisdiction may direct, of any surplus then remaining from such
         Proceeds.

                  (b) Notwithstanding anything in subsection 4.2(a) to the
         contrary, in the event that no Revolver Event of Default has occurred
         and is continuing under subsection 7.1 of the Revolver Credit Agreement
         and no Bankruptcy Proceeding has been commenced by or against any Loan
         Party, the Term Loan Lenders and Term Loan Agents shall be entitled to
         receive payments of current interest and fees with respect to the Term
         Loan Obligations when due under the Term Loan Agreement.

                                       26

<PAGE>

                  (c) Until Proceeds are applied as set forth in this subsection
         4.2, Collateral Agent shall hold such Proceeds in its custody in
         accordance with its regular procedures for handling deposited funds.

                  (d) Payments by Collateral Agent to the Revolver Lenders in
         respect of the Obligations shall be made to the Revolver Agent for
         distribution to the Revolver Lenders in accordance with the Revolver
         Credit Agreement and this Agreement; payments by Collateral Agent to
         the Term Loan Lenders in respect of the Obligations shall be made to
         the Term Loan Agent for distribution to the Term Loan Lenders and the
         Disbursing Agents in accordance with the Term Loan Agreement (including
         subsection 9.25 of the Term Loan Agreement) and this Agreement; any
         payments in respect of Approved Operating Expenses shall be made to
         such Persons as shall be directed in writing by Company pursuant to an
         Officer's Certificate delivered pursuant to subsection 5.1(c); any
         payments in respect of any Management Services and Reimbursement
         Agreement Obligations shall be paid to Covanta, for distribution to the
         applicable Management Services and Reimbursement Agreement Beneficiary;
         payments in respect of any Prepetition Unsecured Claims Participation
         Interest shall be paid to Prepetition Unsecured Claims Agent for
         distribution to the holders of the Prepetition Unsecured Claims
         Participation Interest; and payments in respect of the Cash Management
         Obligations shall be made to Cash Management Bank for the benefit of
         Cash Management Bank.

                  (e) In the event that any Creditor Party shall receive any
         Distribution that such Creditor Party is not entitled to receive or
         retain under the provisions of this Agreement (in such capacity, each,
         a "JUNIOR CREDITOR"), such Junior Creditor shall hold any such
         Distribution so received in trust for the benefit of the holders of
         other Creditor Obligations with the right to receive such Distribution
         under the provisions of this Agreement (in such capacity, each, a
         "SENIOR CREDITOR") and shall segregate such Distribution from other
         assets held by such Junior Creditor; and shall forthwith turn over such
         Distribution (without liability for interest thereon, but with any
         appropriate endorsements or assignments, if necessary) to the holders
         of, or to Collateral Agent for the benefit of the holders of, such
         Creditor Obligations in the form received (with any appropriate
         endorsement or assignment, if necessary) to be distributed in
         accordance with subsection 4.1 or 4.2, as applicable, and applied to
         such Creditor Obligations. In the event of a failure of any Junior
         Creditor to make any such endorsement or assignment to Collateral Agent
         or Senior Creditors, as the case may be, Collateral Agent and such
         Senior Creditors are hereby irrevocably authorized on behalf of such
         Junior Creditor to make such endorsement or assignment, as applicable.
         For the avoidance of doubt, the provisions of this Agreement regarding
         Junior Creditors and Senior Creditors apply regardless of whether or
         not a Junior Creditor or Senior Creditor is a Secured Party.

                  (f) No payment or distribution to any Senior Creditor pursuant
         to the provisions of this Agreement shall entitle the applicable Junior
         Creditor or Junior Creditors to exercise any right of subrogation in
         respect thereof until (i) all Creditor Obligations of such Senior
         Creditors shall have been indefeasibly Paid in Full, or (ii) all of
         such Senior Creditors have consented in writing to the taking of such
         action. With respect to any subrogation claims, each Junior Creditor
         hereby (to the extent permitted by

                                       27

<PAGE>

         applicable law) waives, releases and discharges any and all rights,
         claims, causes of action, liabilities, claims and demands, in law or
         equity, which such Junior Creditor has had, now has, or may in the
         future have, arising out of or relating directly or indirectly to the
         taking or not taking of any act or proceeding or not proceeding with
         any action which the Senior Creditors (or that representatives) may
         take in an effort to collect in respect of the Creditor Obligations
         owed to such Senior Creditors.

                  (g) In furtherance of, and without limiting, the priority
         provisions set forth in this subsection 4.2, but subject to the
         applicable voting provisions set forth in subsection 2.2, each Secured
         Party agrees that, in order to enable Collateral Agent to enforce its
         rights hereunder in any Bankruptcy Proceeding, Collateral Agent is
         hereby irrevocably authorized and empowered in its sole and absolute
         discretion to receive and collect any and all dividends or other
         payments or disbursements made on account of Collateral Agent's Lien on
         the Collateral in whatever form the same may be paid or issued and to
         apply the same on account of any such Creditor Obligations in
         accordance with the provisions of the Credit Documents and this
         Agreement. At any time, including but not limited to during any
         Bankruptcy Proceeding, Collateral Agent and each other Party will
         refrain from taking any action which would contest or challenge in any
         administrative, legal or equitable action or otherwise the validity or
         enforceability of the terms of this Agreement, including the priority
         provisions contained in subsection 4.1 and this subsection 4.2 and the
         Lien priority provisions contained in subsection 3.1.

                  (h) Each Secured Party hereby covenants and agrees that (i)
         such Secured Party will not accept from any Person on behalf of the
         Borrowers any guarantee (a "THIRD-PARTY GUARANTY") of any Obligations
         unless such guarantor simultaneously guarantees the payment of all
         Secured Obligations owed to each of the other Secured Parties (or, if
         such Third-Party Guaranty guarantees only a portion of the Obligations
         owing to such Secured Party, such Secured Party will not accept such
         Third-Party Guaranty unless such guarantor simultaneously guarantees
         the same proportion of Obligations owing to the other Secured Parties),
         and (ii) such Secured Party will not take, accept or obtain any
         security interest in, or lien or encumbrance upon, any assets of any of
         the Borrowers or any Subsidiary or Affiliate thereof or any other
         Person to secure the payment and performance of the Obligations unless
         the Collateral Agent, for the benefit of all Secured Parties, is
         granted a pari passu security interest in, or lien upon, such assets,
         in either case, pursuant to documents in form and substance
         satisfactory to the Revolver Agent and Term Loan Agent.

                  (i) Each Junior Creditor hereby waives any rights it may have
         under applicable law to assert the doctrine of marshalling or to
         otherwise require Collateral Agent or any Senior Creditors to marshal
         any property of the Loan Parties or any of their respective Affiliates
         for the benefit of such Junior Creditors.

                  (j) All payments of Term Loan Obligations pursuant to this
         subsection 4.2 (including Superpriority Term Loan Obligations) shall be
         made to the Term Loan Agent for distribution to the Term Loan Lenders
         and the Disbursing Agents in accordance with the Term Loan Agreement,
         including subsection 9.25 thereof.

                                       28

<PAGE>

                                   SECTION V

                  5.1 INFORMATION. From time to time, upon the request of
Collateral Agent, each of the following Parties agrees to promptly provide to
Collateral Agent the information described below:

                  (a) Revolver Agent agrees to promptly from time to time to (i)
         deliver to Collateral Agent a true, correct and complete copy of any
         amendment, waiver or modification of or supplement to any Revolver
         Document upon execution and delivery to Revolver Agent thereof by the
         relevant parties thereto and (ii) notify Collateral Agent of: (A) the
         aggregate amount of principal of and interest on the relevant
         Obligations arising under the Revolver Credit Agreement as at such date
         as Collateral Agent may specify, (B) the current Revolver Loan
         Commitment under the Revolver Credit Agreement, and (C) any payment
         received by Revolver Agent to be applied to the principal of or
         interest on the Obligations and (iii) the amount of any other fees or
         expenses outstanding under the Revolver Credit Agreement (including
         fees and expenses of Revolver Agent) and, in each case, Collateral
         Agent shall be entitled to rely conclusively upon such information.

                  (b) Term Loan Agent agrees to promptly from time to time to
         (i) deliver to Collateral Agent a true, correct and complete copy of
         any amendment, waiver or modification of or supplement to any Term Loan
         Document upon execution and delivery to Term Loan Agent thereof by the
         relevant parties thereto and (ii) notify Collateral Agent of: (A) the
         aggregate amount of principal of and interest on the Obligations under
         the Term Loan Agreement as at such date as Collateral Agent may
         specify, (B) any payment received by Term Loan Agent to be applied to
         the principal of or interest on the Obligations and (C) the amount of
         any other fees or expenses outstanding under the Term Loan Agreement
         (including fees and expenses of Term Loan Agents) and, in each case,
         Collateral Agent shall be entitled to rely conclusively upon such
         information.

                  (c) Company agrees promptly from time to time to (i) upon
         execution of any amendment, waiver, modification or supplement to the
         Management Services and Reimbursement Agreement, deliver to Collateral
         Agent an Officer's Certificate certifying that attached thereto is a
         true, correct and complete copy of any such amendment, waiver or
         modification or supplement and (ii) upon request of Collateral Agent,
         promptly deliver to Collateral Agent an Officer's Certificate
         certifying as to: (A) the outstanding amount of any claim or demand
         made against any Loan Party pursuant to the Management Services and
         Reimbursement Agreement and any other amounts owing thereunder, whether
         for Approved Operating Expenses, Management Services and Reimbursement
         Agreement Obligations or otherwise, at such date as Collateral Agent
         may specify, (B) the amount of any payment made pursuant to the
         Management Services and Reimbursement Agreement and received by any
         Management Services and Reimbursement Agreement Beneficiary and (C) the
         outstanding amount of, and applicable recipients of, any Approved
         Operating Expenses as at any date as Collateral Agent may specify, and,
         in each case, Collateral Agent shall be entitled to rely conclusively
         upon such certification.

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<PAGE>

                                   SECTION VI

                  6.1 DISCLAIMERS, SUPPLEMENTAL COLLATERAL AGENT, INDEMNITY,
ETC.

                  (a) Collateral Agent shall have no duties or responsibilities
         except those expressly set forth in this Agreement and the Collateral
         Documents and Collateral Agent shall not by reason of this Agreement or
         the Collateral Documents be a trustee for any Party or have any other
         fiduciary obligation to any Party. Collateral Agent shall not be
         responsible to any Party for any recitals, statements, representations
         or warranties contained in this Agreement or any other Credit Document
         or in any certificate or other document referred to or provided for in,
         or received by any of them under, this Agreement or any other Credit
         Document, or for the value, validity, effectiveness, genuineness,
         enforceability or sufficiency of this Agreement or any other Credit
         Document or any other document referred to or provided for therein or
         any Lien under the Collateral Documents or the perfection or priority
         of any such Lien or for any failure by any Loan Party to perform any of
         its respective obligations this Agreement or any other Credit Document.
         Collateral Agent may exercise such powers, rights and remedies and
         perform such duties by or through its Affiliates, agents or employees.

                  (b) Neither Collateral Agent nor any of its officers,
         directors, employees or agents shall be liable to any Parties for any
         action taken or omitted by Collateral Agent under or in connection with
         this Agreement or any of the Collateral Documents or other Credit
         Documents except to the extent caused by Collateral Agent's gross
         negligence or willful misconduct. Collateral Agent shall be entitled to
         refrain from any act or the taking of any action (including the failure
         to take an action) in connection with this Agreement or any of the
         Collateral Documents or other Credit Documents or from the exercise of
         any power, discretion or authority vested in it hereunder or thereunder
         unless and until Collateral Agent shall have received instructions in
         respect thereof from Requisite Obligees (or such other Secured Parties
         as may be required to give such instructions under subsection 2.4(a))
         and, upon receipt of such instructions from Requisite Obligees (or such
         other Secured Parties, as the case may be), Collateral Agent shall be
         entitled to act or (where so instructed) refrain from acting, or to
         exercise such power, discretion or authority, in accordance with such
         instructions. Without prejudice to the generality of the foregoing, (i)
         Collateral Agent shall be entitled to rely, and shall be fully
         protected in relying, upon any communication, instrument or document
         believed by it to be genuine and correct and to have been signed or
         sent by the proper person or persons, and shall be entitled to rely and
         shall be protected in relying on opinions and judgments of attorneys
         (who may be attorneys for Company and its Subsidiaries), accountants,
         experts and other professional advisors selected by it; and (ii) no
         Party shall have any right of action whatsoever against an Agent as a
         result of Collateral Agent acting or (where so instructed) refraining
         from acting under this Agreement or any of the other Collateral
         Documents or other Credit Documents in accordance with the instructions
         of Requisite Obligees (or such other Secured Parties as may be required
         to give such instructions under subsection 2.4(a)).

                  (c) It is the purpose of this Agreement and the Collateral
         Documents and other Credit Documents that there shall be no violation
         of any law of any jurisdiction

                                       30

<PAGE>

         denying or restricting the right of banking corporations or
         associations to transact business as agent or trustee in such
         jurisdiction. It is recognized that in case of litigation under this
         Agreement or any of the Collateral Documents or other Credit Documents,
         and in particular in case of the enforcement of any of the Collateral
         Documents, or in case Collateral Agent deems that by reason of any
         present or future law of any jurisdiction it may not exercise any of
         the rights, powers or remedies granted herein or in any of the other
         Collateral Documents or take any other action which may be desirable or
         necessary in connection therewith, it may be necessary that Collateral
         Agent appoint an additional individual or institution as a separate
         trustee, co-trustee, collateral agent or collateral co-agent (any such
         additional individual or institution being referred to herein
         individually as a "SUPPLEMENTAL COLLATERAL AGENT" and collectively as
         "SUPPLEMENTAL COLLATERAL AGENTS").

                  In the event that Collateral Agent appoints a Supplemental
         Collateral Agent with respect to any Collateral, (i) each and every
         right, power, privilege or duty expressed or intended by this Agreement
         or any of the other Collateral Documents to be exercised by or vested
         in or conveyed to Collateral Agent with respect to such Collateral
         shall be exercisable by and vest in such Supplemental Collateral Agent
         to the extent, and only to the extent, necessary to enable such
         Supplemental Collateral Agent to exercise such rights, powers and
         privileges with respect to such Collateral and to perform such duties
         with respect to such Collateral, and every covenant and obligation
         contained in the Collateral Documents and necessary to the exercise or
         performance thereof by such Supplemental Collateral Agent shall run to
         and be enforceable by either Collateral Agent or such Supplemental
         Collateral Agent, and (ii) the provisions of this Agreement that refer
         to Collateral Agent shall inure to the benefit of such Supplemental
         Collateral Agent and all references herein to Collateral Agent shall be
         deemed to be references to Collateral Agent and/or such Supplemental
         Collateral Agent, as the context may require.

                  Should any instrument in writing from any Loan Party be
         required by any Supplemental Collateral Agent so appointed by
         Collateral Agent for more fully and certainly vesting in and confirming
         to him or it such rights, powers, privileges and duties, such Loan
         Party shall execute, acknowledge and deliver any and all such
         instruments promptly upon request by Collateral Agent. In case any
         Supplemental Collateral Agent, or a successor thereto, shall die,
         become incapable of acting, resign or be removed, all the rights,
         powers, privileges and duties of such Supplemental Collateral Agent, to
         the extent permitted by law, shall vest in and be exercised by
         Collateral Agent until the appointment of a new Supplemental Collateral
         Agent.

                  (d) Each Lender ratably in accordance with the amount of the
         Creditor Obligations of such Lenders, severally agrees that it shall
         indemnify Collateral Agent and the officers, directors, employees,
         agents, attorneys, professional advisors and affiliates of Collateral
         Agent to the extent that any such Person is neither reimbursed by any
         Loan Party under any Loan Document nor reimbursed out of any Proceeds
         pursuant to clause First of subsection 4.2(a), for and against any and
         all liabilities, obligations, losses, damages, penalties, actions,
         judgments, suits, costs, expenses (including counsel fees and
         disbursements and fees and fees and disbursements of any advisor
         engaged by Collateral Agent) or disbursements of any kind and nature
         whatsoever which may be imposed on,

                                       31

<PAGE>

         incurred by or asserted against Collateral Agent or any such Person
         exercising the powers, rights and remedies of a Collateral Agent or
         performing duties of a Collateral Agent hereunder or under the other
         Collateral Documents or in any way relating to or arising out of this
         Agreement, any Collateral Document or any other Credit Document or any
         other documents contemplated hereby or thereby or referred to therein
         or the transactions contemplated hereby or thereby or the enforcement
         of any of the terms of any thereof; provided, however, that no Lender
         shall be liable for any of the foregoing to the extent they arise from
         the gross negligence or willful misconduct of Collateral Agent as
         determined by a final judgment of a court of competent jurisdiction. No
         Revolver Agent or Term Loan Agent shall have any liability to any Party
         under this subsection 6.1(d). Obligations of Non-Confirming Holders and
         Disbursing Agents pursuant to this subsection 6.1(d) shall be subject
         to the provisions of subsection 9.25 of the Term Loan Agreement.

                  (e) The agency hereby created shall in no way impair or affect
         any of the rights and powers of, or impose any duties or obligations
         upon, Collateral Agent in its individual capacity as a Revolver Agent,
         Term Loan Agent or Term Loan Lender, as the case may be, hereunder or
         under any Credit Document. With respect to its participation in the
         Revolver Loan Obligations or Term Loan Obligations, Collateral Agent
         shall have the same rights and powers hereunder as any other Secured
         Party and may exercise the same as though it were not performing the
         duties and functions delegated to it hereunder. Collateral Agent and
         its Affiliates may accept deposits from, lend money to, acquire equity
         interests in and generally engage in any kind of commercial banking,
         investment banking, trust, financial advisory or other business with
         Company or any of its Affiliates as if it were not performing the
         duties specified herein, and may accept fees and other consideration
         from any Loan Party for services in connection with this Agreement and
         otherwise without having to account for the same to Creditor Parties.

                  (f) Collateral Agent may deem and treat the payee of any
         promissory note or other evidence of indebtedness relating to the
         Creditor Obligations as the owner thereof for all purposes hereof
         unless and until a written notice of the assignment or transfer
         thereof, signed by such payee and in form satisfactory to Collateral
         Agent, shall have been filed with Collateral Agent. Any request,
         authority or consent of any Person who at the time of making such
         request or giving such authority or consent is the holder of any such
         note or other evidence of indebtedness shall be conclusive and binding
         on any subsequent holder, transferee or assignee of such note or other
         evidence of indebtedness and of any note or notes or other evidences of
         indebtedness issued in exchange therefor. Notwithstanding anything to
         the contrary contained in the Term Loan Documents, the Revolver
         Documents or Management Services and Reimbursement Agreement, (i) no
         assignment or transfer (including, without limitation, a refinancing or
         replacement) of any interest of (A) any Revolver Lender in the Revolver
         Loan Exposure or Revolver Loans (including pursuant to any refinancing,
         restatement, replacement or extension of the Revolver Credit Agreement
         not prohibited hereunder), or (B) any interest of any Term Loan Lender
         in the Term Loan or the Term Loans (including pursuant to any
         refinancing, restatement, replacement or

                                       32

<PAGE>

         extension of the Term Loan Agreement not prohibited hereunder), may in
         any case be made unless the transferee, assignee or any Person who
         became a lender pursuant to a refinancing, restatement, replacement or
         extension of the Term Loan Agreement or Revolver Credit Agreement, as
         the case may be, executes an Assumption Agreement in the form of Annex
         1 hereto, (ii) no appointment (A) of any successor Revolver Agent under
         the Revolver Credit Agreement (including pursuant to any refinancing,
         restatement, replacement or extension of the Revolver Credit Agreement
         not prohibited hereunder), (B) any successor Term Loan Agent or Term
         Loan Documentation Agent under the Term Loan Agreement (including
         pursuant to any refinancing, restatement, replacement or extension of
         the Term Loan Agreement not prohibited hereunder), or (C) any successor
         Prepetition Unsecured Claims Agent may in any case be made unless the
         successor executes an Assumption Agreement in the form of Annex 1
         hereto and (iii) no Management Services and Reimbursement Agreement
         Beneficiary may assign or transfer any of its interest in the
         Management Services and Reimbursement Agreement without the prior
         written consent of Requisite Revolver Lenders and Requisite Term Loan
         Lenders.

                  (g) Except as expressly provided herein and in the Collateral
         Documents, Collateral Agent shall have no duty to take any affirmative
         steps with respect to the collection of amounts payable in respect of
         the Collateral. Collateral Agent shall incur no liability to any Party
         as a result of any sale of any Collateral at any private sale.

                  (h) Collateral Agent may resign at any time by giving at least
         30 days' notice thereof to the Parties and Collateral Agent may be
         removed as Collateral Agent at any time by Requisite Obligees. In the
         event of such resignation or removal of Collateral Agent, Requisite
         Obligees shall thereupon have the right to appoint a successor
         Collateral Agent. If no successor Collateral Agent shall have been so
         appointed by Requisite Obligees within 30 days after the resigning
         Collateral Agent's giving notice of its intention to resign, then the
         resigning Collateral Agent may appoint, on behalf of Secured Parties, a
         successor Collateral Agent and Company hereby agrees to pay to such
         successor Collateral Agent, in addition to any other amounts payable to
         Collateral Agent hereunder and under the Collateral Documents, such
         reasonable annual fees in such amounts and at such times as may be
         requested by such successor Collateral Agent.

                  (i) Upon the acceptance of any appointment as Collateral Agent
         hereunder by a successor Collateral Agent, such successor Collateral
         Agent shall thereupon succeed to and become vested with all the rights,
         powers, privileges and duties of the retiring or removed Collateral
         Agent under this Agreement and the Collateral Documents. After any
         retiring or removed Collateral Agent's resignation or removal hereunder
         as Collateral Agent, the provisions of this subsection 6.1 shall
         continue in effect for its benefit in respect of any actions taken or
         omitted to be taken by it while it was acting as Collateral Agent.

                  (j) In no event shall Collateral Agent or any Secured Party be
         liable or responsible for any funds or investments of funds held by any
         Loan Party.

                  (k) Upon the proposed sale or other disposition of any
         Collateral that is permitted by the Credit Agreements and is not
         prohibited by subsection 2.4(a) or has been consented to by Requisite
         Obligees in connection with an Enforcement Action, and for which a Loan
         Party desires to obtain a security interest release from Collateral
         Agent,

                                       33

<PAGE>

         such Loan Party shall deliver an Officer's Certificate to Collateral
         Agent, Revolver Loan Agent and Term Loan Agent (i) stating that the
         Collateral or the Capital Stock subject to such disposition is being
         sold or otherwise disposed of in compliance with the terms hereof and
         of the Credit Agreements and (ii) specifying the Collateral or Capital
         Stock being sold or otherwise disposed of in the proposed transaction.
         Upon the receipt of such Officer's Certificate, Collateral Agent shall,
         at Loan Parties' joint and several expense, so long as Senior Agent has
         not informed Collateral Agent that it (a) has reason to believe that
         the facts stated in such Officer's Certificate are not true and correct
         and (b) if the sale or other disposition of such item of Collateral or
         Capital Stock constitutes an Asset Sale (as defined in each Credit
         Agreement) has not received evidence satisfactory to it that
         arrangements satisfactory to it have been made for delivery of the Net
         Asset Sale Proceeds (as defined in each Credit Agreement) if and as
         required by subsection 2.4 of the respective Credit Agreement, execute
         and deliver such releases of its security interest in such Collateral
         as may be reasonably requested by such Loan Party. In the event of any
         conflict or inconsistency between this subsection 6.1(k) and the terms
         of any other Credit Document, the terms of this Agreement shall
         prevail.

                                  SECTION VII

                  7.1 MISCELLANEOUS.

                  (a) All notices and other communications provided for herein
         shall be in writing and may be personally served, or sent by
         telefacsimile or United States mail or courier service or electronic
         mail (as further provided in this clause (a)) and shall be deemed to
         have been given (i) when delivered in person or by courier service,
         (ii) upon receipt of telefacsimile in complete and legible form, (iii)
         three Business Days after deposit in the United States mail with
         postage prepaid and properly addressed, or (iv) in the case of
         electronic mail to the extent provided in this clause (a); provided
         that notices to Collateral Agent shall not be effective until received.
         For the purposes hereof, the addresses of the parties hereto (until
         notice of a change thereof is delivered as provided in this subsection
         7.1(a)) shall be as set forth under each party's name on the signature
         pages (including acknowledgments) hereof. Notices and other
         communications to the Lenders, Revolver Agent and Term Loan Agents
         hereunder may be delivered or furnished by electronic communication
         (including e-mail and Internet or intranet websites) pursuant to
         procedures approved by Collateral Agent. Collateral Agent or any
         Borrower may, in its discretion, agree to accept notices and other
         communications to it hereunder by electronic communications pursuant to
         procedures approved by it, provided that approval of such procedures
         may be limited to particular notices or communications.

                  (b) Subject to Section 7.1(c), no amendment, modification,
         termination or waiver of any provision of this Agreement, and no
         consent to any departure by any Party therefrom, shall in any event be
         effective without the written concurrence of Requisite Revolver Lenders
         and Requisite Term Loan Lenders; provided that (i) no such amendment,
         modification, termination or waiver shall, without the consent of each
         Secured Party with Secured Obligations directly affected thereby,
         amend, modify, terminate or waive, or have the effect of amending,
         modifying, terminating or waiving, the definition of "Requisite
         Obligees" or subsection 3.1, (ii) no such amendment,

                                       34

<PAGE>

         modification, termination or waiver shall, without the consent of each
         Creditor Party (other than Prepetition Unsecured Claims Agent) with
         Creditor Obligations directly affected thereby, amend, modify,
         terminate or waive, or have the effect of amending, modifying,
         terminating or waiving (A) subsection 4.1 or 4.2 or this subsection
         7.1(b), or (B) any other provision of this Agreement in a manner that
         would impose any additional material obligations on such Creditor Party
         or prejudice any material rights or remedies of such Creditor Party,
         (iii) no amendment, modification, termination or waiver of any
         provision of subsection 2.1 or 2.2 or Section 5 or 6 or of any other
         provision of this Agreement which, by its terms, expressly requires the
         approval or concurrence of Collateral Agent shall be effective without
         the written concurrence of Collateral Agent; and (iv) no such
         amendment, modification, termination or waiver of this Agreement shall
         materially increase or materially adversely affect obligations of any
         Loan Party or adversely affect any rights of a Loan Party under the
         other Credit Documents in each case without such Loan Party's prior
         written consent; provided, further, that, without the prior written
         consent of Prepetition Unsecured Claims Agent, no such amendment,
         modification, termination or waiver shall (x) modify or otherwise alter
         in any manner adverse to the holders of the Prepetition Unsecured
         Claims Participation Interest the right of such holders to receive
         Proceeds in the amount and order of priority and under the
         circumstances described in subsections 4.1(b), 4.1(c) and 4.2(a), as in
         effect on the date hereof, (y) impose any additional obligation on
         Prepetition Unsecured Claims Agent or (z) amend, modify, terminate or
         waive, or have the effect of amending, modifying, terminating or
         waiving the rights of Prepetition Unsecured Claims Agent under this
         subsection 7.1(b). To the extent (if any) the provisions of this
         Agreement are inconsistent with the provisions set forth in any Credit
         Agreement in any particular circumstance, then the provisions set forth
         in this Agreement shall prevail to the extent necessary to eliminate or
         avoid such inconsistency in such circumstance; provided further,
         however, that no concurrence of any Lender or Lenders shall be required
         (I) for any amendment, modification, termination or waiver of any
         provision of subsection 7.1(c) or any other section or provision herein
         that only affects the rights and obligations of Debenture Disbursing
         Agent under this Agreement, so long as Term Loan Agents and Term Loan
         Borrowers (and, after execution hereof, the Debenture Disbursing Agent)
         approve such amendment, modification, termination or waiver; and (II)
         for any amendment, modification, termination or waiver of any provision
         of subsection 7.1(c) or any other section or provision that only
         affects the rights and obligations of Allowed Class 6 Disbursing Agent
         under this Agreement, so long as Term Loan Agents and Term Loan
         Borrowers (and, after execution hereof, the Allowed Class 6 Disbursing
         Agent) approve such amendment, modification, termination or waiver.

                  (c) All Term Loans that would otherwise be distributed on the
         Allowed Class 6 Closing Date or the Determination Date (if the Allowed
         Class 6 Closing Date shall have occurred prior to the Determination
         Date) on account of Allowed Class 6 Interests shall be held on such
         date by the Allowed Class 6 Disbursing Agent; and all Term Loans that
         would otherwise be distributed on the Debenture Closing Date or the
         Determination Date (if the Debenture Closing Date shall have occurred
         prior to the Determination Date) on account of 9.25% Debentures shall
         be held on such date by the Debenture Disbursing Agent. For so long as
         Debenture Disbursing Agent or Allowed Class 6 Disbursing Agent holds
         Term Loans (subject to subsection 9.25 of the Term Loan

                                       35

<PAGE>

         Agreement) that would otherwise have been Term Loans deemed made
         directly by or distributed directly to Non-Confirming Holders, such
         Disbursing Agent shall be the Term Loan Lender of record with respect
         to such Term Loan Loans held by it (and the corresponding Term Loan
         Commitments and Term Loan Exposure), except that no Disbursing Agent
         shall be deemed a "Term Loan Lender", "Creditor Party" or "Secured
         Party" for purposes of voting on any matters (including the granting of
         any approvals, consents or waivers) with respect to this Agreement;
         provided, however, that this clause (c) shall not be construed as
         permitting, without the prior written consent of the relevant
         Non-Confirming Holder, (a) modification of the rights, duties or
         obligations under the this Agreement (other than with respect to voting
         on any matters) of any Disbursing Agent or of the Non-Confirming
         Holders for whom such Disbursing Agent serves as record Term Loan
         Lender, without concurrent and corresponding modification of the
         rights, duties and obligations of Term Loan Lenders other than such
         Disbursing Agent, (b) this Agreement to be modified to require that any
         Disbursing Agent or Non-Confirming Holder make any loan, advance or
         other extension of credit to, or incur any additional obligation to,
         any Borrower or any other Person on or after the Closing Date, other
         than the Term Loans and monetary obligations pursuant to the provisions
         of the Term Loan Documents in effect on the Closing Date, or (c)
         modification of the provisions of this clause (c) in a manner that is
         adverse in any material respect to the Disbursing Agents or the
         Non-Confirming Holders. For the avoidance of any doubt, the Term Loans,
         Term Loan Commitments and Term Loan Exposure of each Disbursing Agent
         shall be excluded in calculating the number or percentage of Term
         Loans, Term Loan Commitments, Term Loan Exposure and/or Term Loan
         Lenders whose votes are required and obtained (or not obtained, as the
         case may be) for purposes of voting on any matters with respect to this
         Agreement.

                  Any Non-Confirming Holder that executes and delivers to
         Collateral Agent, in accordance with subsection 9.25 of the Term Loan
         Agreement, an acknowledgment and counterpart, in substantially the form
         of Annex 2 hereto, shall cease to be a Non-Confirming Holder and shall
         thereupon become a "Term Loan Lender", "Creditor Party" and "Secured
         Party" for all purposes hereunder and such Non-Confirming Holder
         holding a Term Loan and Term Loan Commitments in amounts equal to the
         amounts so confirmed by the Debenture Disbursing Agent, the Debenture
         Disbursing Agent shall be deemed to have assigned such Term Loan and
         Term Loan Commitment to such Term Loan Lender on such date for all
         purposes of this Agreement (without having to execute an Assumption
         Agreement in the form of Annex 1 hereto notwithstanding subsection
         6.1(f)).

                  Nothing in this Agreement, express or implied, shall be
         construed to confer upon any Non-Confirming Holder that does not become
         a Term Loan Lender any legal or equitable right, remedy or claim under
         or by reason of this Agreement; Collateral Agent shall not have, by
         reason of this Agreement, a fiduciary relationship in respect of any
         Disbursing Agent or any Non-Confirming Holder; and nothing in this
         Agreement, expressed or implied, is intended to or shall be so
         construed as to impose upon Collateral Agent any obligations to any
         Disbursing Agent or any Non-Confirming Holder in respect of this
         Agreement except as expressly set forth herein.

                                       36

<PAGE>

                  Subject to the occurrence of the Debenture Closing Date, the
         Debenture Disbursing Agent shall execute and deliver this Agreement and
         the Term Loan Agreement as the agent for the Non-Confirming Holders on
         account of the 9.25% Debentures under the Approved Plan of
         Reorganization and the Confirmation Order. Subject to the occurrence of
         the Allowed Class 6 Closing Date, the Allowed Class 6 Disbursing Agent
         shall execute and deliver this Agreement and the Term Loan Agreement as
         the agent for the Non-Confirming Holders on account of the Allowed
         Class 6 Claims under the Approved Plan of Reorganization and the
         Confirmation Order.

                  (d) Subject to the provisions of subsection 6.1(f), this
         Agreement shall be binding upon and inure to the benefit of Collateral
         Agent and each other Party and, other than with respect to the
         Management Services and Reimbursement Agreement Beneficiaries (except
         pursuant to a merger of Covanta otherwise permitted pursuant to the
         Credit Agreements), their respective successors and assigns, including
         successors to Revolver Agents and Revolver Lenders under the Revolver
         Loan Documents, Term Agents and Term Loan Lenders under the Term Loan
         Documents and Prepetition Unsecured Claims Agent.

                  (e) This Agreement may be executed in any number of
         counterparts, all of which taken together shall constitute one and the
         same instrument, and any of the parties hereto may execute this
         Agreement by signing any such counterpart.

                  (f) This Agreement shall become effective on the Closing Date
         and upon the execution of this Agreement by each Loan Party, each Term
         Loan Lender, each Revolver Lender, each Term Loan Agent, Revolver
         Agent, each Management Services and Reimbursement Agreement
         Beneficiary, Prepetition Unsecured Claims Agent and Collateral Agent.

                  (g) The Collateral Agent may deem and treat the Secured
         Parties as the "Secured Parties" for all purposes hereof unless and
         until a notice of the assignment or transfer of any interest held by
         such Party shall have been filed with the Collateral Agent in
         accordance with subsection 6.1(f). The Company agrees that it will
         advise the Collateral Agent of any transfer by any Secured Party of any
         Revolver Loan Exposure or Term Loan Exposure held by such Secured Party
         and will, from time to time upon request of the Collateral Agent,
         deliver a list to the Collateral Agent (which shall be distributed by
         the Collateral Agent to each Secured Party) setting forth, for the
         Revolver Loan Exposure, Term Loan Exposure and Management Services and
         Reimbursement Agreement Obligations, the unpaid principal amount and
         holder thereof. The Collateral Agent may rely on such list unless,
         after the distribution thereof, the Collateral Agent is notified by a
         Secured Party that such information as set forth on such list is
         inaccurate.

                  (h) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE
         PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN
         ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF
         NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
         PARTIES IRREVOCABLY (I) ACCEPTS FOR ITSELF, IN CONNECTION WITH ITS
         PROPERTIES,

                                       37

<PAGE>

         GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
         AFORESAID COURTS, (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS,
         (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY
         SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
         REQUESTED, TO SUCH PARTY HERETO AT ITS ADDRESS PROVIDED IN ACCORDANCE
         WITH SUBSECTION 7.1(a) HEREOF, (IV) AGREES THAT SERVICE OF PROCESS AS
         PROVIDED IN CLAUSE (III) IS SUFFICIENT TO CONFER PERSONAL JURISDICTION
         OVER SUCH PERSON IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
         OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT,
         (V) AGREES THAT THE PARTIES HERETO RETAIN THE RIGHT TO SERVE PROCESS IN
         ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST SUCH
         PARTY IN THE COURTS OF ANY OTHER JURISDICTION, AND (VI) AGREES THAT THE
         PROVISIONS OF THIS SUBSECTION 7.1(h) RELATING TO JURISDICTION AND VENUE
         SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE
         UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

                  (i) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO
         WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
         ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS
         BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THE INTERCREDITOR
         RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver is
         intended to be all-encompassing of any and all disputes that may be
         filed in any court and that relate to the subject matter of this
         transaction, including contract claims, tort claims, breach of duty
         claims, and all other common law and statutory claims. Each party
         hereto acknowledges that this waiver is a material inducement to enter
         into a business relationship, that each has already relied on the
         waiver in entering into this Agreement, and that each will continue to
         rely on the waiver in their related future dealings. Each party hereto
         further warrants and represents that each has reviewed this waiver with
         its legal counsel, and that each knowingly and voluntarily waives its
         jury trial rights following consultation with legal counsel. THIS
         WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
         ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
         AMENDMENTS, RENEWALS, REPLACEMENTS, SUPPLEMENTS OR MODIFICATIONS TO
         THIS AGREEMENT. In the event of litigation, this Agreement may be filed
         as a written consent to a trial by the court.

                  (j) NO CLAIM MAY BE MADE BY ANY CREDITOR PARTY OR ANY OF THEIR
         RESPECTIVE AFFILIATES, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, OR
         ATTORNEYS AGAINST ANY OTHER CREDITOR PARTY OR THEIR RESPECTIVE
         AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR ATTORNEYS FOR ANY
         SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY BREACH OR
         WRONGFUL CONDUCT (WHETHER THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT
         OR DUTY IMPOSED BY LAW) IN CONNECTION WITH,

                                       38

<PAGE>

         ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED
         AND RELATIONSHIP ESTABLISHED BY THIS AGREEMENT, OR ANY ACT, OMISSION OR
         EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH CREDITOR PARTY HEREBY
         WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH
         DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED
         TO EXIST IN ITS FAVOR.

                  (k) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES HEREUNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
         BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
         THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
         THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
         TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF
         ANOTHER LAW.

                  (l) All undertakings and agreements contained in this
         Agreement are solely for the benefit of the Creditor Parties and there
         are no other Persons (other than the Loan Parties to the extent
         expressly provided herein) who are intended to be benefited in any way
         by this Agreement. Each Loan Party agrees that no Creditor Party shall
         have any liability to any of the Loan Parties for performing its
         obligations and responsibilities under this Agreement with respect to
         the other Creditor Parties.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      39
<PAGE>


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

         LOAN PARTIES:

                                      COVANTA POWER INTERNATIONAL HOLDINGS, INC.

                                      By:_______________________________________
                                          Name:
                                          Title:

                                      COVANTA ENERGY AMERICAS, INC.

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      Notice Address:
                                        c/o Covanta Energy Group, Inc.
                                        40 Lane Road
                                        Fairfield, NJ 07007
                                        Attn: Jeffrey Horowitz, Esq.

                                      EACH OF THE ENTITIES NAMED ON SCHEDULE A
                                      ANNEXED HERETO, AS REVOLVER BORROWERS,
                                      TERM BORROWERS AND MANAGEMENT SERVICES AND
                                      REIMBURSEMENT AGREEMENT OBLIGORS

                                      By:_______________________________________
                                         Name: Jeffrey Horowitz, Esq.
                                               Authorized Officer

                                      Notice Address for each Borrower and
                                      Management Services Agreement Obligor:

                                        c/o Covanta Energy Group, Inc.
                                        40 Lane Road
                                        Fairfield, NJ 07007
                                        Attn: Jeffrey Horowitz, Esq.

<PAGE>

MANAGEMENT SERVICES AND REIMBURSEMENT
AGREEMENT BENEFICIARIES:

                                      COVANTA ENERGY CORPORATION

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      Notice Address:

                                        c/o Covanta Energy Group, Inc.
                                        40 Lane Road
                                        Fairfield, NJ 07007
                                        Attn: Jeffrey Horowitz, Esq.

                                      EACH OF THE ENTITIES NAMED ON SCHEDULE B
                                      ANNEXED HERETO, AS MANAGEMENT SERVICES AND
                                      REIMBURSEMENT AGREEMENT BENEFICIARIES

                                      By:_______________________________________
                                         Name: Jeffrey Horowitz, Esq.
                                               Authorized Officer

                                      Notice Address for each Management
                                      Services Agreement Beneficiary:
                                        c/o Covanta Energy Group, Inc.
                                        40 Lane Road
                                        Fairfield, NJ 07007
                                        Attn: Jeffrey Horowitz, Esq.

<PAGE>

AGENTS AND LENDERS:

                                      BANK OF AMERICA, N.A.,
                                      as Collateral Agent and Term Loan Agent

                                      By:_______________________________________
                                         Name:
                                         Title:

                                         Notice Address:
                                          Bank of America, N.A., as
                                          Administrative Agent
                                          555 So. Flower Street, 17th Floor
                                          CA9-706-17-54
                                          Los Angeles, California 90071
                                          Attention: David Price, Vice President
                                          Voice: (213) 345-1300
                                          Fax: (415) 503-5011
                                          email: david.price@bankofamerica.com

                                      BANK OF AMERICA, N.A.,
                                      as a Term Loan Lender

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      Notice Address:
                                      Bank of America, N.A.
                                      555 California Street
                                      San Francisco, CA 94104-1503
                                      Phone: 415-622-4438
                                      Fax: 415-622-0234
                                      Attention: Henry Yu
                                      Email: henry.yu@bankofamerica.com

<PAGE>

                                      BANK OF AMERICA, N.A.,
                                      as Cash Management Bank

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      Notice Address:

                                       43

<PAGE>

                                      DEUTSCHE BANK SECURITIES, INC.,
                                      as Term Loan Documentation Agent

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      Notice Address:
                                        Attention:
                                        Deutsche Bank Securities, Inc.
                                        60 Wall Street
                                        New York, NY 10005

                                      DEUTSCHE BANK AG, NEW YORK BRANCH,
                                      as Revolver Agent

                                      By:_______________________________________
                                         Name: Keith Braun
                                         Title: Director

                                      By:_______________________________________
                                         Name: Keith Braun
                                         Title: Director

                                      Notice Address:
                                        Attention: Keith C. Braun
                                        Deutsche Bank AG, New York Branch
                                        60 Wall Street
                                        New York, NY 10005

<PAGE>

                                      DEUTSCHE BANK AG, NEW YORK BRANCH,
                                      as a Revolver Lender

                                      By:_______________________________________
                                         Name: Keith Braun
                                         Title: Director

                                      By:_______________________________________
                                         Name: Keith Braun
                                         Title: Director

                                      Notice Address:
                                        Attention: Keith C. Braun
                                        Deutsche Bank AG, New York Branch
                                        60 Wall Street
                                        New York, NY 10005

<PAGE>

                                      BANK OF TOKYO MITSUBISHI (CANADA),
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      BAYERISCHE HYPO-UND VEREINSBANK AG,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      BEAR STEARNS & CO. INC.,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      CANADIAN IMPERIAL BANK OF COMMERCE,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      CREDIT SUISSE FIRST BOSTON,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      DEUTSCHE BANK AG, NEW YORK BRANCH,
                                      as a Term Loan Lender

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      By:_______________________________________
                                         Name:
                                         Title:

<PAGE>

                                      BANC OF AMERICA SECURITIES LLC, as
                                      Agent for BANK OF AMERICA, N.A., as a Term
                                      Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      DRESDNER BANK A.G.,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      DRESDNER BANK CANADA,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      GOLDMAN SACHS,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      HSBC BANK CANADA,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      HSBC BANK USA,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      IIB BANK LIMITED,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      JPMORGAN CHASE BANK
                                      (FORMERLY KNOWN AS THE CHASE MANHATTAN
                                      BANK),
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      J.P. MORGAN SECURITIES, INC.,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      KBC BANK NV, NEW YORK BRANCH,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

                                      By:___________________________________
                                         Name:
                                         Title:

                                      Notice Address:
                                        Attention: Rose Pagan
                                        KBC Bank NV, New York Branch
                                        125 West 55th Street
                                        New York, NY 10019
                                        Telephone No.: (212) 541-0657
                                        Fax No.: (212) 956-5581

<PAGE>

                                      LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      MERRILL LYNCH, PIERCE, FENNER & SMITH,
                                      INCORPORATED,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      MINTO APARTMENTS LIMITED,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      QUANTUM PARTNERS LDC
                                      C/O SOROS FUND MANAGEMENT LLC,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      SPECIAL SITUATIONS INVESTING GROUP,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      SUNTRUST BANK,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      THE BANK OF NEW YORK,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      THE BANK OF NOVA SCOTIA,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      THE TORONTO-DOMINION BANK,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      THE TORONTO-DOMINION BANK,
                                      as a Term Loan Lender(1)

                                      By:___________________________________
                                         Name:
                                         Title:

--------------
(1) With respect to the interest acquired from Sun Life Assurance Company of
Canada (formerly known as Clarica Life Insurance Company) and HSBC Bank Canada
on October 28, 2003 by assignment.

<PAGE>

                                      UBS LOAN FINANCE LLC,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      U.S. BANK NATIONAL ASSOCIATION
                                      (FORMERLY KNOWN AS FIRSTAR BANK, N.A.),
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      WESTLB AG (FORMERLY KNOWN AS WESTDEUTSCHE
                                      LANDESBANK GIROZENTRALE), NEW YORK BRANCH,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

                                      2005646 ONTARIO INC.,
                                      as a Term Loan Lender

                                      By:___________________________________
                                         Name:
                                         Title:

<PAGE>

PREPETITION UNSECURED CLAIMS AGENT:

                                      U.S. BANK NATIONAL ASSOCIATION,
                                      AS PREPETITION UNSECURED CLAIMS
                                      AGENT

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      Notice Address:

<PAGE>

DEBENTURE DISBURSING AGENT:

                                      WELLS FARGO BANK, N.A., AS DEBENTURE
                                      DISBURSING AGENT

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      Notice Address:

<PAGE>

ALLOWED CLASS 6 DISBURSING AGENT:

                                      U.S. BANK NATIONAL ASSOCIATION, AS ALLOWED
                                      CLASS 6 DISBURSING AGENT

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      Notice Address:

<PAGE>

                                                                      Annex 1 to
                                                         Intercreditor Agreement

                  ASSUMPTION AGREEMENT, dated as of __________, 200_, made by
_________________ (the "ADDITIONAL CREDITOR PARTY").

                              W I T N E S S E T H :

                  WHEREAS, Covanta Power International Holdings, Inc.
("COMPANY") and the Subsidiaries of Company listed on the signature pages
thereof; Covanta Energy Americas, Inc., certain Persons listed on the signature
pages thereof as Term Loan Lenders (together with any lenders that subsequently
become party thereto, the "TERM LOAN LENDERS"); certain financial institutions
listed on the signature pages thereof as Revolver Lenders (the "REVOLVER
LENDERS"); Deutsche Bank AG, New York Branch, as administrative agent for
Revolver Lenders, Bank of America, N.A., as administrative agent for Term Loan
Lenders, as collateral agent, and cash management bank, Deutsche Bank
Securities, Inc., as documentation agent for Term Loan Lenders, the companies
listed on the signature pages thereof as Management Services and Reimbursement
Agreement Beneficiaries, the companies listed on the signature pages thereof as
Management Services and Reimbursement Agreement Obligors, U.S Bank National
Association, as agent for the holders of the Prepetition Unsecured Claims
Participation Interest, and Wells Fargo Bank, N.A., as Debenture Disbursing
Agent, and U.S. Bank National Association, as Allowed Class 6 Disbursing Agent
are parties to that certain Intercreditor Agreement dated as of March __, 2004
(as amended, supplemented or otherwise modified from time to time (the
"INTERCREDITOR AGREEMENT");

                  WHEREAS, the Loan Parties have executed the Collateral
Documents pursuant to which the Loan Parties party to each such document have
granted to the Collateral Agent, for the benefit of the Secured Parties, a
security interest in the Collateral to secure their respective obligations
arising in connection with the Credit Document;

                  WHEREAS, subsection 6.1(f) of the Intercreditor Agreement
requires the Additional Creditor Party to become a party to the Intercreditor
Agreement; and

                  WHEREAS, the Additional Creditor Party has agreed to execute
and deliver this Assumption Agreement in order to become a party to the
Intercreditor Agreement;

                  NOW, THEREFORE, IT IS AGREED:

                  1. Defined Terms. Unless otherwise defined herein, terms
defined in the Intercreditor Agreement and used herein shall have the meanings
given to them in the Intercreditor Agreement.

                  2. Intercreditor Agreement. By executing and delivering this
Assumption Agreement, the Additional Creditor Party hereby becomes a party to
the Intercreditor Agreement as [Revolver Agent][Term Loan Agent][Term Loan
Documentation Agent][a Revolver Lender][a Term Loan Lender][Prepetition
Unsecured Claims Agent] and Secured Party thereunder with the same force and
effect as if originally named therein as [Revolver

                                      A-1-1

<PAGE>

Agent][Term Loan Agent][Term Loan Documentation Agent][a Revolver Lender][a Term
Loan Lender][Prepetition Unsecured Claims Agent] and a Secured Party and,
without limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of [Revolver Agent][Term Loan Agent][Term Loan
Documentation Agent][a Revolver Lender][a Term Loan Lender][Prepetition
Unsecured Claims Agent] and a Secured Party thereunder and agrees to be bound by
the terms thereof.

                  2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.

                  IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                      [ADDITIONAL CREDITOR PARTY]

                                      By:___________________________
                                      Name:
                                      Title:

                                     A-1-2

<PAGE>

                                                                      Annex 2 to
                                                         Intercreditor Agreement

                         ACKNOWLEDGMENT AND COUNTERPART

         ACKNOWLEDGMENT AND COUNTERPART (this "COUNTERPART"), dated as of
_______, is entered into in connection with the Intercreditor Agreement dated as
of March __, 2004 (said Intercreditor Agreement, as it may heretofore have been
and as it may hereafter be further amended, restated, supplemented or otherwise
modified from time to time being the "INTERCREDITOR AGREEMENT"; capitalized
terms used herein not otherwise defined herein shall have the meanings ascribed
therein), by and among Covanta Power International Holdings, Inc. ("COMPANY")
and the Subsidiaries of Company listed on the signature pages thereof, as
Borrowers; Covanta Energy Americas, Inc.; certain Persons listed on the
signature pages thereof as Term Loan Lenders (together with any other lenders
that subsequently become party thereto, the "TERM LOAN LENDERS"); certain
financial institutions listed on the signature pages thereof as Revolver
Lenders; Deutsche Bank AG, New York Branch, as administrative agent for Revolver
Lenders; Bank of America, N.A., as administrative agent for Term Loan Lenders,
as collateral agent, and cash management bank; Deutsche Bank Securities, Inc.,
as documentation agent for Term Loan Lenders; the companies listed on the
signature pages thereof as Management Services and Reimbursement Agreement
Beneficiaries; the companies listed on the signature pages thereof as Management
Services and Reimbursement Agreement Obligors; U.S. Bank National Association,
as agent for the holders of the Prepetition Unsecured Claims Participation
Interest, and Wells Fargo Bank, N.A., as Debenture Disbursing Agent, and U.S.
Bank National Association, as Allowed Class 6 Disbursing Agent. The undersigned,
by executing and delivering this Counterpart, hereby acknowledges and agrees (a)
that upon acceptance of this Counterpart by Administrative Agent it shall become
party to the Intercreditor Agreement as a "Term Loan Lender" in accordance with
the terms thereof and shall have the rights and obligations of a Term Loan
Lender under the Intercreditor Agreement, (b) that it shall be bound by all of
the terms of the Intercreditor Agreement as a Term Loan Lender, and (c) that
this Counterpart may be attached to the Intercreditor Agreement. The undersigned
hereby further agrees that the address and facsimile number of the undersigned
for notice purposes pursuant to Section 7.1(a) of the Intercreditor Agreement
shall be initially as set forth below.

                                      [NAME OF TERM LOAN LENDER]

                                      By: ___________________________
                                      Name:
                                      Title:
                                      Notice Address:

                                     A-2-1