Covanta Holding Corp – ‘10-K’ for 12/31/03 – EX-4.20

On:  Monday, 3/15/04, at 4:56pm ET   ·   For:  12/31/03   ·   Accession #:  950123-4-3329   ·   File #:  1-06732

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                        155    891K 
 2: EX-3.2      Amended and Restated Bylaws                           13     52K 
 3: EX-4.18     Credit Agreement                                     164    671K 
 4: EX-4.19     Credit Agreement                                     175    682K 
 5: EX-4.20     Indenture                                            129    582K 
 6: EX-4.21     Indenture                                             89    410K 
 7: EX-4.24     Pledge Agreement                                      25     93K 
 8: EX-4.25     Intercreditor Agreement                               68    199K 
 9: EX-4.26     Intercreditor Agreement                               82    189K 
10: EX-4.27     Security Agreement                                    56    224K 
11: EX-4.28     Security Agreement                                    50    193K 
12: EX-4.29     Pledge Agreement                                      27     94K 
13: EX-4.30     Security and Pledge Agreement                         20     67K 
14: EX-4.31     Revolving Credit and Guaranty Agreement               85    326K 
15: EX-4.32     First Amendment to Revolving Credit Agreement          6     23K 
16: EX-4.33     Second Amendment to Revolving Credit and Guaranty     15     48K 
17: EX-4.34     Third Amendment to Revolving Credit and Guaranty       6     20K 
18: EX-4.35     Fourth Amendment to Revolving Credit and Guaranty      6     23K 
19: EX-4.36     First Preferred Fleet Mortgage                        42    141K 
20: EX-4.37     First Preferred Fleet Mortgage                        42    141K 
21: EX-4.38     First Preferred Fleet Mortgage                        42    141K 
22: EX-10.14    Separation and Termination Agreement                  12     56K 
23: EX-10.15    Separation and Termination Agreement                   4     23K 
24: EX-10.17    Release and Waiver of Employment                       9     41K 
25: EX-10.20    Engagement Letter                                      7     47K 
26: EX-10.25    Tax Sharing Agreement                                 14     50K 
27: EX-10.26    Corporate Services Reimbursement Agreement             6     31K 
28: EX-10.28    Credit Agreement                                     157    576K 
29: EX-10.29    Credit Agreement                                     132    576K 
30: EX-10.30    Management Services and Reimbursement Agreement       24     76K 
31: EX-23.1     Consent of Independent Accountants                     1     11K 
32: EX-31.1     Certificate of CEO                                     2±    15K 
33: EX-31.2     Certificate of CFO                                     2±    15K 
34: EX-32.1     Certificate of CEO                                     1     12K 
35: EX-32.2     Certificate of CFO                                     1     12K 

EX-4.20   —   Indenture
Exhibit Table of Contents

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                                                                    EXHIBIT 4.20

                                                               EXECUTION VERSION

THE 8.25% SENIOR SECURED NOTES DUE 2011 WILL BE INITIALLY ISSUED IN GLOBAL FORM 
AND HELD BY DTC. PLAN PARTICIPANTS ENTITLED TO RECEIVE NOTES WILL BE REQUIRED TO
HOLD THEIR INTERESTS DIRECTLY OR INDIRECTLY THROUGH DTC PARTICIPANTS EXCEPT IN  
THE LIMITED CIRCUMSTANCES SET FORTH IN THIS INDENTURE.                          

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

COVANTA ENERGY CORPORATION

 AND EACH OF THE GUARANTORS NAMED HEREIN

 $230,000,000 AT STATED MATURITY

 8.25% SENIOR SECURED NOTES DUE 2011

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

 INDENTURE

DATED AS OF MARCH 10, 2004

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

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

U.S. BANK NATIONAL ASSOCIATION

AS TRUSTEE

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

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CROSS-REFERENCE TABLE*

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Trust Indenture                                                                           
Act Section                                                              Indenture Section
---------------                                                          -----------------
                                                                                          
310(a)(1)..........................................................                7.10   
   (a)(2)..........................................................                7.10   
   (a)(3)..........................................................                N.A.   
   (a)(4)..........................................................                N.A.   
   (a)(5)..........................................................          7.08, 7.10   
   (b).............................................................   7.08, 7.10, 13.02   
   (c).............................................................                N.A.   
311(a).............................................................                7.11   
   (b).............................................................                7.11   
   (c).............................................................                 N.A.  
312(a).............................................................                2.05   
   (b).............................................................               13.03   
   (c).............................................................               13.03   
313(a).............................................................                7.06   
   (b)(1)..........................................................                N.A.   
   (b)(2)..........................................................                7.06   
   (c).............................................................                7.06   
   (d).............................................................                7.06   
314(a).............................................................          4.03, 4.04   
   (b).............................................................               10.02   
   (c)(1)..........................................................         7.02, 13.04   
   (c)(2)..........................................................         7.02, 13.05   
   (c)(3)..........................................................                N.A.   
   (d)............................................................. 10.03, 10.04, 10.05   
   (e).............................................................               13.05   
   (f).............................................................                N.A.   
315(a).............................................................                7.01(b)
   (b).............................................................                7.05   
   (c).............................................................                7.01   
   (d).............................................................          6.05, 7.01(c)
   (e).............................................................                6.11   
316(a) (last sentence).............................................                 2.9   
   (a)(1)(A).......................................................                6.05   
   (a)(1)(B).......................................................                6.04   
   (a)(2)..........................................................                N.A.   
   (b).............................................................                6.07   
   (c).............................................................                9.04   
317(a)(1)..........................................................                6.08   
   (a)(2)..........................................................                6.09   
   (b).............................................................                2.04   
318(a).............................................................               13.01   
   (b).............................................................                N.A.   
   (c).............................................................               13.01   

----------                                                                      
N.A. means not applicable                                                       
*This Cross Reference Table is not part of the Indenture.                       

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 ARTICLE 1.        DEFINITIONS AND INCORPORATION BY REFERENCE..................................................   1 

         Section 1.01          Definitions.....................................................................   1 
         Section 1.02          Other Definitions...............................................................  30 
         Section 1.03          Incorporation by Reference of Trust Indenture Act...............................  30 
         Section 1.04          Rules of Construction...........................................................  31 

ARTICLE 2.         THE NOTES...................................................................................  32 

         Section 2.01          Form and Dating.................................................................  32 
         Section 2.02          Execution and Authentication....................................................  32 
         Section 2.03          Registrar and Paying Agent......................................................  33 
         Section 2.04          Paying Agent to Hold Money in Trust.............................................  33 
         Section 2.05          Holder Lists....................................................................  34 
         Section 2.06          Transfer and Exchange...........................................................  34 
         Section 2.07          Replacement Notes...............................................................  38 
         Section 2.08          Outstanding Notes...............................................................  38 
         Section 2.09          Treasury Notes..................................................................  39 
         Section 2.10          Temporary Notes.................................................................  39 
         Section 2.11          Cancellation....................................................................  39 
         Section 2.12          Defaulted Interest..............................................................  39 

ARTICLE 3.         REDEMPTION AND PREPAYMENT...................................................................  40 

         Section 3.01          Notices to Trustee..............................................................  40 
         Section 3.02          Selection of Notes to Be Redeemed or Purchased..................................  40 
         Section 3.03          Notice of Redemption............................................................  40 
         Section 3.04          Effect of Notice of Redemption..................................................  41 
         Section 3.05          Deposit of Redemption or Purchase Price.........................................  41 
         Section 3.06          Notes Redeemed or Purchased in Part.............................................  42 
         Section 3.07          Optional Redemption.............................................................  42 
         Section 3.08          Mandatory Redemption............................................................  43 
         Section 3.09          Offer to Purchase by Application of Excess Proceeds.............................  43 
         Section 3.10          Mandatory Prepayment............................................................  45 

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ARTICLE 4.         COVENANTS...................................................................................  45 

         Section 4.01          Payment of Notes................................................................  45 
         Section 4.02          Maintenance of Office or Agency.................................................  45 
         Section 4.03          Reports.........................................................................  46 
         Section 4.04          Compliance Certificate..........................................................  46 
         Section 4.05          Taxes...........................................................................  47 
         Section 4.06          Stay, Extension and Usury Laws..................................................  47 
         Section 4.07          Restricted Payments.............................................................  47 
         Section 4.08          Dividend and Other Payment Restrictions Affecting Subsidiaries..................  52 
         Section 4.09          Restrictions on Indebtedness....................................................  54 
         Section 4.10          Asset Sales.....................................................................  57 
         Section 4.11          Transactions with Affiliates....................................................  60 
         Section 4.12          Liens...........................................................................  62 
         Section 4.13          Business Activities.............................................................  62 
         Section 4.14          Corporate Existence.............................................................  62 
         Section 4.15          Offer to Repurchase Upon Change of Control......................................  63 
         Section 4.16          Payments for Consent............................................................  64 
         Section 4.17          Additional Subsidiary Guarantees and Liens......................................  65 
         Section 4.18          Designation of Restricted and Unrestricted Subsidiaries.........................  65 
         Section 4.19          Limitation on Sale and Leaseback Transactions...................................  65 
         Section 4.20          Limitation on Performance Guarantees............................................  66 
         Section 4.21          Payment of Additional Interest..................................................  66 

ARTICLE 5.         SUCCESSORS..................................................................................  67 

         Section 5.01          Merger, Consolidation, or Sale of Assets........................................  67 
         Section 5.02          Successor Corporation Substituted...............................................  68 

ARTICLE 6.         DEFAULTS AND REMEDIES.......................................................................  68 

         Section 6.01          Events of Default...............................................................  68 
         Section 6.02          Acceleration....................................................................  71 
         Section 6.03          Other Remedies..................................................................  71 

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         Section 6.04          Waiver of Past Defaults.........................................................  72 
         Section 6.05          Control by Majority.............................................................  72 
         Section 6.06          Limitation on Suits.............................................................  72 
         Section 6.07          Rights of Holders of Notes to Receive Payment...................................  73 
         Section 6.08          Collection Suit by Trustee......................................................  73 
         Section 6.09          Trustee May File Proofs of Claim................................................  73 
         Section 6.10          Priorities......................................................................  74 
         Section 6.11          Undertaking for Costs...........................................................  74 

ARTICLE 7.         TRUSTEE.....................................................................................  74 
         Section 7.01          Duties of Trustee...............................................................  74 
         Section 7.02          Rights of Trustee...............................................................  75 
         Section 7.03          Individual Rights of Trustee....................................................  76 
         Section 7.04          Trustee's Disclaimer............................................................  76 
         Section 7.05          Notice of Defaults..............................................................  77 
         Section 7.06          Reports by Trustee to Holders...................................................  77 
         Section 7.07          Compensation and Indemnity......................................................  77 
         Section 7.08          Replacement of Trustee..........................................................  78 
         Section 7.09          Successor Trustee by Merger, etc................................................  79 
         Section 7.10          Eligibility; Disqualification...................................................  79 
         Section 7.11          Preferential Collection of Claims Against Company...............................  79 

ARTICLE 8.         LEGAL DEFEASANCE AND COVENANT DEFEASANCE....................................................  80 
         Section 8.01          Option to Effect Legal Defeasance or Covenant Defeasance........................  80 
         Section 8.02          Legal Defeasance and Discharge..................................................  80 
         Section 8.03          Covenant Defeasance.............................................................  80 
         Section 8.04          Conditions to Legal or Covenant Defeasance......................................  81 
         Section 8.05          Deposited Money and Government Securities to be Held in Trust; Other                 
                                 Miscellaneous  Provisions.....................................................  82 
         Section 8.06          Repayment to Company............................................................  83 
         Section 8.07          Reinstatement...................................................................  83 

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ARTICLE 9.         AMENDMENT, SUPPLEMENT AND WAIVER............................................................  84 
         Section 9.01          Without Consent of Holders of Notes.............................................  84 
         Section 9.02          With Consent of Holders of Notes................................................  84 
         Section 9.03          Compliance with Trust Indenture Act.............................................  86 
         Section 9.04          Revocation and Effect of Consents...............................................  86 
         Section 9.05          Notation on or Exchange of Notes................................................  86 
         Section 9.06          Trustee to Sign Amendments, etc.................................................  87 

ARTICLE 10.        COLLATERAL AND SECURITY.....................................................................  87 
         Section 10.01         Security Documents..............................................................  87 
         Section 10.02         Recording and Opinions..........................................................  88 
         Section 10.03         Release of Collateral/Additional Liens..........................................  88 
         Section 10.04         Certificates and Opinions of Counsel............................................  91 
         Section 10.05         Certificates of the Trustee.....................................................  91 
         Section 10.06         Authorization of Actions to be Taken by the Trustee Under the Security               
                                Documents......................................................................  91 
         Section 10.07         Authorization of Receipt of Funds by the Trustee Under the Security Documents...  92 
         Section 10.08         Termination of Security Interest................................................  92 

ARTICLE 11.        NOTE GUARANTEES.............................................................................  92 
         Section 11.01         Guarantee.......................................................................  92 
         Section 11.02         Limitation on Guarantor Liability...............................................  94 
         Section 11.03         Execution and Delivery of Subsidiary Guarantees.................................  94 
         Section 11.04         Guarantors May Consolidate, etc., on Certain Terms..............................  94 
         Section 11.05         Releases Following Sale of Assets...............................................  95 
         Section 11.06         Release Following Designation as an Unrestricted Subsidiary.....................  96 

ARTICLE 12.        SATISFACTION AND DISCHARGE..................................................................  96 
         Section 12.01         Satisfaction and Discharge......................................................  96 
         Section 12.02         Application of Trust Money......................................................  97 

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ARTICLE 13.        MISCELLANEOUS...............................................................................  98 

         Section 13.01         Trust Indenture Act Controls....................................................  98 
         Section 13.02         Notices.........................................................................  98 
         Section 13.03         Communication by Holders of Notes with Other Holders of Notes...................  99 
         Section 13.04         Certificate and Opinion as to Conditions Precedent..............................  99 
         Section 13.05         Statements Required in Certificate or Opinion...................................  99 
         Section 13.06         Rules by Trustee and Agents..................................................... 100 
         Section 13.07         No Personal Liability of Directors, Officers, Employees and Stockholders........ 100 
         Section 13.08         Governing Law................................................................... 100 
         Section 13.09         No Adverse Interpretation of Other Agreements................................... 100 
         Section 13.10         Successors...................................................................... 100 
         Section 13.11         Severability.................................................................... 100 
         Section 13.12         Counterpart Originals........................................................... 100 
         Section 13.13         Table of Contents, Headings, etc................................................ 101 

         Schedule I            Schedule of Guarantors.......................................................... I-1 
         Exhibit A             Form of Notes................................................................... A-1 
         Exhibit B             Form of Notation of Guarantee................................................... B-1 
         Exhibit C             Form of Supplemental Indenture to be Delivered by Subsequent Guarantors......... C-1 

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

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as  
defined) of the 8.25% Senior Secured Notes due 2011 (the "Notes"):              

ARTICLE 1 
DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      Definitions.                                                  

        "Accreted Value" means, subject to reduction pursuant to Section 3.10,
with respect to each $1,000 principal amount at Stated Maturity of Notes, (i) as
of the Issue Date, the Initial Principal Amount; (ii) as of the Stated Maturity 
of the principal of the Notes, $1,000.00 and (iii) as of any other date of      
determination, the Initial Principal Amount plus an accretion on such Initial   
Principal Amount equal to an amount that causes the yield to maturity on such   
Note (taking into account the amount and timing of all payments of stated       
interest at the Stated Maturity of such payments, other than additional interest
payable pursuant to Section 4.21, if any) to equal 10.47759% per annum,         
calculated on a semi-annual bond equivalent basis using a 360-day year comprised
of twelve 30-day months and rounded to the nearest $0.01.                       

"Acquired Debt" means, with respect to any specified Person:  

                  (1)      Indebtedness of any other Person existing at the time
         such other Person is merged with or into or became a Subsidiary of such
   specified Person, whether or not such Indebtedness is incurred in
         connection with, or in contemplation of, such other Person merging with
  or into, or becoming a Subsidiary of, such specified Person; and

                 (2)      Indebtedness secured by a Lien encumbering any asset
acquired or owned by such specified Person.                   

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

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case reported in a manner consistent with the Company's reporting of such amount
in its last quarterly or annual report (as the case may be) on Form 10-Q or Form
10-K, respectively, filed with the Commission prior to the Issue Date, whether  
such line items are so titled or otherwise titled; provided, however, that, with
respect to any such period ending during 2008, each of the line items referred  
to above shall be calculated as if the terms of the service agreement of the    
Company and its Subsidiaries relating to the Alexandria Project in effect for   
fiscal year 2007 continued in effect during 2008, without giving effect to any  
negative impact on Adjusted EBITDA from the terms of any extension in 2008 of   
such service agreement.                                                         

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

       "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.                                                                   

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

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

"Asset Sale" means:                                           

                (1)      the sale, lease, conveyance or other disposition of
         any assets, property or rights (other than the sale of Equity Interests
of the Company by the Company); provided that the sale, lease,
    conveyance or other disposition of all or substantially all of the
      assets of the Company and its Subsidiaries taken as a whole shall be
       governed by Section 4.15 or Section 5.01 and not by Section 4.10; and

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

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

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

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

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

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

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

             (6)      a Sale/Leaseback Transaction with respect to any
        assets within 90 days of the acquisition of such assets which complies
with the terms of this Indenture;                             

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

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

       (9)      the granting of any Permitted Lien (or the
foreclosure thereon);                                         

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

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

            (12)     a Restricted Payment permitted to be made under
Section 4.07 or a Permitted Investment; or                    

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

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

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

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charges, expenses, reimbursement obligations, guarantees and all other amounts  
payable thereunder or in respect thereof.                                       

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

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

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

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

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

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

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

"Capital Stock" means:                                        

           (1)      in the case of a corporation, corporate stock;

                  (2)      in the case of an association or business entity, any
        and all shares, interests, participations, rights or other equivalents
(however designated) of corporate stock;                      

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

                  (4)      any other interest or participation that confers on a
      Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.               

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"Cash Equivalents" means:                                     

(1)      United States dollars;             

                  (2)      securities issued or directly and fully guaranteed or
insured by the United States government or any agency or      
      instrumentality of the United States government having maturities of
not more than one year from the date of acquisition;          

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

                (4)      securities issued by any state of the United States
or any political subdivision of any such state or any public  
   instrumentality thereof maturing within one year from the date of
        acquisition thereof and, at the time of acquisition, having one of the
two highest ratings obtainable from either Moody's or S & P;  

                (5)      repurchase obligations with a term of not more than
         30 days for underlying securities of the types described in clauses (2)
       and (3) above entered into with any financial institution meeting the
qualifications specified in clause (3) above;                 

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

             (7)      money market funds at least 95% of the assets of
         which constitute Cash Equivalents of the kinds described in clauses (1)
through (6) of this definition.                               

  "Cash Management System" means the cash management system of the
Company and its Subsidiaries as in effect on the Issue Date and any amendments, 
modifications or extensions thereof on terms not materially less favorable to   
the Company and its Restricted Subsidiaries, taken as a whole, than the terms of
such system as in effect on the Issue Date.                                     

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

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

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       of the Company immediately before such transaction and the percentage
       holding of such holders is unaffected by the creation of such holding
company;                                                      

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

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

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

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

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

"Clearstream" means Clearstream Banking, S.A.                 

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

  "Collateral" means all property and assets of the Company or any
Guarantor with respect to which from time to time a Lien is granted as security 
for the Notes pursuant to the applicable Security Documents.                    

       "Collateral Agent" means Bank of America, N.A. in its capacity as the
"Collateral Agent" as appointed pursuant to the Security Documents and any      
successor thereto in such capacity.                                             

"Commission" means the Securities and Exchange Commission.    

         "Company" means Covanta Energy Corporation, a Delaware corporation, and
any and all successors thereto.                                                 

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

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

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

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

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

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

                         (C)      if since the beginning of such period, the
              Company or any of its Restricted Subsidiaries has made any
                Asset Sale, Adjusted EBITDA for such period shall be reduced
                by an amount equal to Adjusted EBITDA (if positive) directly
                 attributable to the assets that are the subject of such Asset
           Sale for such period or increased by an amount equal to
Adjusted EBITDA (if negative)               

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      directly attributable thereto for such period, and
               Consolidated Cash Interest Expense for such period shall be
                reduced by an amount equal to the Consolidated Cash Interest
            Expense directly attributable to any Indebtedness of the
               Company or any Restricted Subsidiary of the Company repaid,
                 repurchased, defeased or otherwise discharged with respect to
             the Company and its continuing Restricted Subsidiaries in
               connection with such Asset Sale for such period (or, if the
           Capital Stock of any Restricted Subsidiary is sold, the
               Consolidated Cash Interest Expense for such period directly
                  attributable to the Indebtedness of such Restricted Subsidiary
           to the extent the Company and its continuing Restricted
                 Subsidiaries are no longer liable for such Indebtedness after
such sale);                                 

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

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

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

    If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest expense on such Indebtedness shall be      
calculated as if the rate in effect on the date of determination had been the   
applicable rate for the entire period (taking into account any Hedging          

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Obligation applicable to such Indebtedness if such Hedging Obligation has a     
remaining term as at the date of determination in excess of twelve months).     

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

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

(2)      amortization of debt discount;     

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

  (4)      amortization of capitalized interest;

(5)      noncash interest expense;          

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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       "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 13.02 or such other address as to which the Trustee
may give notice to the Company.                                                 

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

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

      "CPIH Subsidiaries" means, on and after the Issue Date, CPIH and its
Subsidiaries.                                                                   

         "Credit Agents" means, at any time, the Persons serving at such time as
the sole lender or as the "Agent," "Administrative Agent" or in some other      
similar capacity under each of the Credit Agreements, respectively (each of them
being referred to individually herein as a "Credit Agent").                     

        "Credit Agreements" means the First Lien Letter of Credit Facility and
the Second Lien Letter of Credit Facility (each being referred to individually  
herein as a "Credit Agreement") and any other revolving credit or letter of     
credit facility entered into by the Company or any of its Restricted            
Subsidiaries.                                                                   

         "Credit Agreement Obligations" means (i) all Bank Indebtedness and (ii)
all other obligations (not constituting Indebtedness) of the Company or any     
Guarantor under the Credit Agreements.                                          

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

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

       "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06, substantially in 
the form of Exhibit A hereto except that such Note shall not bear the Global    
Note Legend and shall not have the "Schedule of Exchanges of Interests in the   
Global Note" attached thereto.                                                  

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

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

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      "Discharge of Credit Agreement Obligations" means payment in full in
cash of the principal of and interest and premium, if any, on all Bank          
Indebtedness, payment in full in cash of any other Credit Agreement Obligations 
that are due and payable or otherwise accrued and owing at or prior to the time 
such principal, interest and premium, if any, are paid and the termination of   
all letter of credit commitments and other commitments thereunder.              

        "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is      
exchangeable, in each case at the option of the holder of such Capital Stock),  
or upon the happening of any event, matures, excluding any maturity as the      
result of the redemption thereof at the option of the issuer thereof, or is     
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or  
redeemable at the option of the holder of such Capital Stock, in whole or in    
part, on or prior to the date on which the Notes mature, except to the extent   
that such Capital Stock is solely redeemable with, or solely exchangeable for,  
any Capital Stock that is not Disqualified Stock; provided that only the portion
of the Capital Stock or other security which so matures, is mandatorily         
redeemable or is so redeemable at the option of the holder prior to such date   
shall be deemed to be Disqualified Stock; provided further that if such Capital 
Stock or other security is issued to and held by any employee pursuant to any   
plan program or arrangement or any plan for the benefit of employees of the     
Company or its Subsidiaries or by any such plan to such employees, such Capital 
Stock or other security shall not constitute Disqualified Stock solely because  
it may be required to be repurchased by the Company or any of its Subsidiaries  
in order to satisfy applicable statutory or regulatory obligations or as a      
result of such employee's termination, death or disability. Notwithstanding the 
preceding sentence, any Capital Stock that would constitute Disqualified Stock  
solely because the holders of such Capital Stock have the right to require the  
Company to repurchase such Capital Stock upon the occurrence of a change of     
control or an Asset Sale shall not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any    
such Capital Stock pursuant to such provisions unless such repurchase or        
redemption complies with Section 4.07.                                          

      "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United  
States or the District of Columbia.                                             

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

"Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.                                                               

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

    "Excluded Subsidiary" means any Domestic Subsidiary which is not a
"Borrower", and is not required to be a "Borrower", under either the First Lien 
Letter of Credit Facility or the Second Lien Letter of Credit Facility, as such 
term is defined in those agreements.                                            

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

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      "Existing IPP International Project Guaranties" means, collectively,
(i) the existing guaranty by Covanta Energy Group, Inc. of the obligations of   
the CPIH Subsidiaries 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 the CPIH Subsidiaries under certain
agreements relating to the Quezon Project and (iii) the existing guaranty by the
Company of the obligations of the CPIH Subsidiaries 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 on terms  
not materially less favorable to the Company and its Restricted Subsidiaries,   
taken as a whole, than the terms of such guaranty as in effect on the Issue     
Date.                                                                           

   "Expansion" means, with respect to any waste-to-energy Project in
existence on the Issue Date, additions or improvements to the existing          
facilities of such Project that involve the addition of a boiler or an increase 
in turbine generating capacity.                                                 

    "First Lien Letter of Credit Facility" means the Credit Agreement,
dated as of March 10, 2004, by and among the Company, the guarantors party      
thereto, Deutsche Bank Securities, Inc., as documentation agent, Bank of        
America, N.A., as administrative agent, and the lenders party thereto, including
any related notes, guarantees, collateral documents, instruments and agreements 
executed in connection therewith, and in each case as amended (including any    
amendment and restatement thereof), modified, renewed, increased, supplemented, 
refunded, replaced or refinanced in whole or in part from time to time,         
including any agreement extending the maturity of, consolidating or otherwise   
restructuring (including adding subsidiaries of the Company as additional       
guarantors thereunder) all or any portion of the Indebtedness under such        
agreement or any successor or replacement agreement and whether by the same or  
any other agent, lender or group.                                               

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

        "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American  
Institute of Certified Public Accountants and statements and pronouncements of  
the Financial Accounting Standards Board or in such other statements by such    
other entity as have been approved by a significant segment of the accounting   
profession, as in effect from time to time.                                     

         "Global Notes" means one or more global Notes registered in the name of
the Depositary or its nominee issued in accordance with Article 2, substantially
in the form of Exhibit A hereto, and bearing the Global Note Legend and         
including the "Schedule of Exchanges of Interests in the Global Note" attached  
thereto.                                                                        

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

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

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

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

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

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

"Guarantors" means each of:                                   

                  (1)      the Company's Domestic Subsidiaries on the Issue Date
other than Excluded Subsidiaries; and                         

                (2)      any other Subsidiary of the Company that executes a
Subsidiary Guarantee in accordance with the provisions of this
Indenture;                                                    

and their respective successors and assigns.                                    

     "Haverhill Deferred PPA Income" means, for any period, all non-cash
income resulting from payments made in 1998 by the counterparty to the power    
purchase agreement relating to the Haverhill Project in order to "buydown" its  
obligations under such agreement, to the extent such non-cash income is included
in consolidated revenue or consolidated earnings of the Company and its         
Subsidiaries during such period.                                                

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  8)       Hedging Obligations of such Person;

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

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

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

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

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

         "Initial Principal Amount" means, with respect to each $1,000 principal
amount at Stated Maturity of Notes, $891.30.                                    

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

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

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

     "Interest Accrual Period" means the period from (and including) the
date of issuance of the Notes to but excluding the first Interest Payment Date  
after issuance, and each successive six-month period from and including each    
Interest Payment Date to but excluding the following Interest Payment Date.     

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       "Interest Payment Date" means March 15 and September 15 of each year,
commencing on September 15, 2004, or if any such day is not a Business Day, the 
next succeeding Business Day.                                                   

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

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

  "Issue Date" means the first date on which the Notes are issued.

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

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

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

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Company shall not fail to be Limited Recourse Debt solely by virtue of the fact 
that the holders of such Limited Recourse Debt have recourse to the Company or  
another Subsidiary of the Company pursuant to a Performance Guaranty, so long as
such Performance Guaranty is not prohibited by Section 4.20.                    

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

         "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business of Moody's Investors Service, Inc.                       

      "Mortgage" means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien on any     
parcel of real property to secure the Obligations under the Notes.              

        "Net Depreciation and Amortization Expense" means, for any period, (i)
the sum of the amounts (each expressed as a positive number) for such period of 
"Depreciation" and "Amortization", as each such line item is reflected in the   
Company's consolidated statement of cash flows prepared in conformity with GAAP 
and reported in a manner consistent with the Company's reporting of such amount 
in its last quarterly or annual report (as the case may be) on Form 10-Q or Form
10-K, respectively, filed with the Commission prior to the Issue Date, whether  
such line items are so titled or otherwise titled, plus other non-cash charges, 
minus (ii) Haverhill Deferred PPA Income.                                       

  "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Subsidiaries in respect of any Asset Sale (including,     
without limitation, any cash received upon the sale or other disposition of any 
non-cash consideration received in any Asset Sale), net of (i) the costs        
directly related to such Asset Sale, including, without limitation, legal,      
accounting and investment banking fees, sales commissions and consent fees, (ii)
taxes paid or payable as a result of such Asset Sale, in each case, after taking
into account any available tax credits or deductions and any tax sharing        
arrangements, (iii) amounts required to be applied to the repayment or cash     
collateralization of Indebtedness secured by a Lien on the asset or assets that 
were the subject of such Asset Sale, and (iv) any reserve for adjustment in     
respect of the sale price of such asset or assets established in accordance with
GAAP.                                                                           

"Non-Recourse Debt" means Indebtedness:                       

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

            (2)      no default with respect to which (including any
rights that the holders of the Indebtedness may have to take  
     enforcement action against an Unrestricted Subsidiary) would permit
         upon notice, lapse of time or both any holder of any other Indebtedness
         (other than the Notes) of the Company, any Guarantor, or any Restricted

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         Subsidiary to declare a default on such other Indebtedness or cause the
       payment of such other Indebtedness to be accelerated or payable prior
to its stated maturity;                                       

provided that Performance Guarantees permitted under this Indenture shall not   
cause any such Indebtedness not to be Non-Recourse Debt.                        

"Notes" has the meaning assigned to it in the preamble to this
Indenture.                                                                      

"Obligations" means all principal, interest, penalties, fees, 
indemnifications, reimbursements, damages and other liabilities payable         
(including post-petition interest whether or not allowable as a claim in any    
proceeding) under the documentation governing any Indebtedness.                 

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Financial Officer, the    
Treasurer, any Senior Vice President, or any Vice President of such Person.     

     "Officer's Certificate" means a certificate signed on behalf of the
Company by an Officer of the Company that meets the requirements of Section     
13.05.                                                                          

 "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee and, that meets the requirements of Section
13.05. Such counsel may be an employee of or counsel to the Company, any        
Subsidiary of the Company or the Trustee.                                       

   "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or      
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).                                                                   

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

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

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

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

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

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

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

(4)      in Cash Equivalents;               

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

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

          (7)      in loans or advances to employees made in the
   ordinary course of business and not exceeding $2.0 million in the
    aggregate outstanding at any one time, of which not more than $1.0
        million shall be for purposes other than employee relocation expenses;

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

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

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

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

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

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

        (14)     consisting of intercompany Indebtedness not
prohibited under Section 4.09;                                

           (15)     consisting of a Guarantee not prohibited under
Section 4.09;                                                 

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

                  (17)     required to be made by the Company and its Restricted
       Subsidiaries under Performance Guarantees in effect on the Issue Date
or entered into in compliance with the terms of Section 4.20; 

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

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

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

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

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

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

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

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"Permitted Liens" means:                                      

                (1)      Liens securing the Credit Agreement Obligations and
  obligations to the cash management bank with respect to the Cash
Management System;                                            

        (2)      Liens securing the Notes and the Subsidiary
Guarantees;                                                   

            (3)      Liens in favor of the Company or any Guarantor;

                (4)      Liens on property or assets of a Person existing at
the time such Person is acquired by, merged with or into or   
      consolidated with the Company or any Restricted Subsidiary; provided
that such Liens were not put in place in contemplation of such
      acquisition, merger or consolidation and do not extend to any assets
         other than those of the Person acquired by, merged into or consolidated
with the Company or the Restricted Subsidiary;                

                (5)      Liens on property or assets existing at the time of
        acquisition of the property or assets by the Company or any Restricted
     Subsidiary of the Company; provided that such Liens were not put in
place in contemplation of such acquisition;                   

                  (6)      Liens existing on the Issue Date or otherwise granted
to secure Existing Indebtedness in accordance to the Plan of  
Reorganization;                                               

                 (7)      Liens for taxes, assessments or governmental charges
    or claims that are not yet delinquent, that are not yet subject to
      penalties or interest for non-payment or that are being contested in
good faith by appropriate proceedings promptly instituted and 
      diligently concluded; provided that any reserve or other appropriate
provision as is required in conformity with GAAP has been made
therefor;                                                     

              (8)      Liens securing Permitted Refinancing Indebtedness
       where the Liens securing Indebtedness being refinanced were permitted
under this Indenture;                                         

         (9)      easements, rights-of-way, zoning and similar
       restrictions and other similar encumbrances or title defects incurred
or imposed, as applicable, in the ordinary course of business;

                (10)     Liens securing Indebtedness permitted by clause (5)
of Section 4.09(b) covering only the assets acquired with such
Indebtedness;                                                 

                  (11)     Liens with respect to Permitted Indebtedness incurred
pursuant to clause (8) or (10) of Section 4.09(b).            

               (12)     Liens securing Hedging Obligations permitted under
this Indenture;                                               

                (13)     Liens arising from the filing of Uniform Commercial
Code financing statements in connection with operating leases;

               (14)     attachment or judgment Liens not giving rise to an
Event of Default;                                             

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                (15)     Liens encumbering property or assets of the Company
      or any Restricted Subsidiary of the Company consisting of carriers',
     warehousemen's, mechanics', materialmen's, repairmen's, landlords',
suppliers' and other similar Liens, and other Liens arising by
      operation of law and incurred in the ordinary course of business for
        sums that are not overdue or that are being contested in good faith by
     appropriate proceedings and (if so contested) for which appropriate
       reserves with respect thereto have been established and maintained on
      the books of the Company or such Restricted Subsidiary in accordance
with GAAP;                                                    

               (16)     Liens incurred, or pledges or deposits made in the
      ordinary course of business and consistent with industry practice in
    connection with, workers' compensation, unemployment insurance, or
        other forms of governmental insurance or benefits, including any Liens
         securing letters of credit issued in the ordinary course of business in
connection with the foregoing;                                

                  (17)     Liens in the nature of rights of set-off of banks and
other Persons;                                                

                  (18)     Liens in favor of customs and revenue authorities and
  other similar authorities to secure payment of customs duties in
    connection with the importation of goods in the ordinary course of
business;                                                     

            (19)     leases or subleases granted to third Person not
 materially interfering with the business of the Company and its
Restricted Subsidiaries taken as a whole;                     

           (20)     any interest or title of a lessor or lessee or
sublessor or sublessee under any operating lease;             

        (21)     Liens under licensing agreements for use of
        intellectual property entered into in the ordinary course of business;

               (22)     Liens incurred or deposits made in connection with
         the purchase of inventory; provided that any such purchase of inventory
  is incidental to the conduct of the business of the Company or a
  Restricted Subsidiary of the Company in accordance with its then
        current business practices, such Liens are in the nature of a vendor's
    lien or a reservation of title and the obligations secured by such
         Liens are Trade Payables incurred in the ordinary course of business of
the Company or such Restricted Subsidiary;                    

              (23)     minor imperfections of, or encumbrances on, title
      that do not materially impair the value of property for its intended
use;                                                          

          (24)     Liens incurred or deposits made to secure the
         performance of tenders, statutory obligations, surety and appeal bonds,
      bids, leases, government contracts, trade contracts, performance and
   return-of-money bonds and other similar obligations (exclusive of
obligations for the payment of borrowed money);               

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                  (25)     Liens securing reimbursement obligations with respect
      to letters of credit incurred in accordance with this Indenture that
   encumber documents and other property relating to such letters of
credit and the products and proceeds thereof;                 

                (26)     Liens on assets of any Subsidiary of the Company or
        on the Equity Interests of such Subsidiary, in each case to the extent
      such Liens secure Limited Recourse Debt or Non-Recourse Debt of such
Subsidiary permitted by Section 4.09;                         

             (27)     Liens on cash collateral of the Company securing
      insurance deductibles or self-insurance retentions required by third
       party insurers in connection with insurance arrangements entered into
        in the ordinary course of business by the Company and its Subsidiaries
with such insurers;                                           

          (28)     Liens pursuant to Insurance Premium Financing
    Arrangements permitted under this Indenture, so long as such Liens
       attach only to the gross unearned premiums for the insurance policies
which are the subject of such arrangements; and               

                 (29)     Liens not otherwise permitted by clauses (1) through
        (28) above securing Indebtedness in an aggregate amount at the time of
  incurrence, together with all other Indebtedness secured by then
   outstanding Liens previously incurred or assumed pursuant to this
clause (29), not in excess of $10.0 million.                  

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

        (1)      the principal amount (or accreted value, if
        applicable) of such Permitted Refinancing Indebtedness does not exceed
the principal amount (or accreted value, if applicable) of the
         Indebtedness extended, refinanced, renewed, replaced, defeased (whether
         legally or as to covenants only) or refunded (plus all accrued interest
        on such Indebtedness and the amount of all fees, expenses and premiums
incurred in connection therewith); provided, however, that,   
        notwithstanding the foregoing, Permitted Refinancing Indebtedness with
       respect to Permitted Debt described in clauses (3) and (4) of Section
   4.09(b) may be incurred in an amount not in excess of 110% of the
        principal amount of the Indebtedness so extended, refinanced, renewed,
   replaced, defeased or refunded (plus all accrued interest on such
         Indebtedness and the amount of all fees, expenses and premiums incurred
in connection therewith);                                     

                (2)      such Permitted Refinancing Indebtedness has a final
         maturity date later than the final maturity date of, and has a Weighted
        Average Life to Maturity equal to or greater than the Weighted Average
   Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded;                      

            (3)      if the Indebtedness being extended, refinanced,
     renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted                          

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         Refinancing Indebtedness has a final maturity date later than the final
         maturity date of, and is subordinated in right of payment to, the Notes
 on terms at least as favorable to the Holders of Notes as those
 contained in the documentation governing the Indebtedness being
    extended, refinanced, renewed, replaced, defeased or refunded; and

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

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

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited   
liability company or government or other entity.                                

  "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, 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.                  

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

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

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

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partners of which consists of such officer or employee, any of the persons      
described in clause (b)(i) of this definition or any combination thereof.       

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

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

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

         "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc., or any successor to the rating agency business thereof.                   

        "Sale/Leaseback Transaction" means an arrangement relating to property
now owned or hereafter acquired by the Company or a Restricted Subsidiary of the
Company whereby the Company or such Restricted Subsidiary transfers such        
property to another Person and the Company or such Restricted Subsidiary leases 
it from such Person, other than leases between the Company and a Guarantor or   
between Guarantors.                                                             

         "Second Lien Letter of Credit Facility" means (i) the Credit Agreement,
dated as of March 10, 2004, by and among the Company, each of its Subsidiaries  
listed on the signature pages thereof, the financial institution listed on the  
signature pages thereof and Bank One, N.A., as administrative agent, including  
any related notes, guarantees, collateral documents, instruments and agreements 
executed in connection therewith, and in each case as amended (including any    
amendment and restatement thereof), modified, renewed, increased, supplemented, 
refunded, replaced or refinanced in whole or in part from time to time,         
including any agreement extending the maturity of, consolidating or otherwise   
restructuring (including adding subsidiaries of the Company as additional       
guarantors thereunder) all or any portion of the Indebtedness under such        
agreement or any successor or replacement agreement and whether by the same or  
any other agent, lender or group.                                               

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

         "Security Agreement" means the Security Agreement, dated as of the date
of this Indenture, by and among the Company, the Grantors (as defined therein)  
and the Collateral Agent, as amended, modified or supplemented from time to time
in accordance with the terms of this Indenture.                                 

      "Security Documents" means the Security Agreement, the Intercreditor
Agreement and the Mortgages, dated as of the date of this Indenture, and any    
other document or instrument pursuant to which a Lien is granted by the Company 
or any Guarantor to secure any Obligations                                      

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under the Notes and this Indenture or under which rights or remedies with       
respect to such Lien are governed, as such agreements may be amended, modified  
or supplemented from time to time.                                              

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

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

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

                  (1)      any corporation, association or other business entity
       of which more than 50% of the total voting power of shares of Capital
         Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees of the
        corporation, association or other business entity is at the time owned
         or controlled, directly or indirectly, by that Person or one or more of
       the other Subsidiaries of that Person (or a combination thereof); and

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

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

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

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

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

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

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

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

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

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

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

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

   Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced by filing with the Trustee a certified copy of the
resolution of the Board of Directors giving effect to such designation and an   
Officer's Certificate certifying that such designation complied with the        
preceding conditions and was permitted by Section 4.07. If, at any time, any    
Unrestricted Subsidiary would fail to meet the preceding requirements to be an  
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted        
Subsidiary for purposes of this Indenture and any Indebtedness of such          
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the     
Company as of such date and, if such Indebtedness is not permitted to be        
incurred as of such date under Section 4.09, the Company will be in default of  
such covenant. The Board of Directors may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall  
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the 
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (1) such Indebtedness is permitted under 
Section 4.09, calculated on a pro forma basis as if such designation had        
occurred at the beginning of the four-quarter reference period; and (2) no      
Default or Event of Default would be in existence following such designation.   

        "Unsecured Notes" means the 7.5% Subordinated Unsecured Notes due 2011
issued by the Company pursuant to an indenture dated March 10, 2004.            

        "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the board of
directors or comparable governing body of such Person.                          

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

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

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

SECTION 1.02      Other Definitions.                                            

                                                        [Enlarge/Download Table]

Term                                                                                Defined in Section
----                                                                                ------------------
                                                                                                      
"Affiliate Transaction"............................................................        4.11       
"Asset Sale Offer".................................................................        3.09       
"Authentication Order".............................................................        2.02       
"Change of Control Offer"..........................................................        4.15       
"Change of Control Payment"........................................................        4.15       
"Change of Control Payment Date"...................................................        4.15       
"Covenant Defeasance"..............................................................        8.03       
"DTC"..............................................................................        2.03       
"Event of Default".................................................................        6.01       
"Excess Proceeds"..................................................................        4.10       
"Exemption" .......................................................................       10.03       
"incur"............................................................................        4.09       
"Legal Defeasance".................................................................        8.02       
"Offer Amount".....................................................................        3.09       
"Offer Period".....................................................................        3.09       
"Paying Agent".....................................................................        2.03       
"Permitted Debt"...................................................................        4.09       
"Prepayment Amount"................................................................        3.10       
"Purchase Date"....................................................................        3.09       
"Registrar"........................................................................        2.03       
"Relevant Liabilities".............................................................       10.07       
"Restricted Payments"..............................................................        4.07       
"Subject Property".................................................................       10.03       

SECTION 1.03      Incorporation by Reference of Trust Indenture Act.            

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

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

"indenture securities" means the Notes;                       

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

"indenture to be qualified" means this Indenture;             

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

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

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

SECTION 1.04      Rules of Construction.                                        

Unless the context otherwise requires:                        

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

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

(3)      "or" is not exclusive;             

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

              (5)      "will" shall be interpreted to express a command;

      (6)      provisions apply to successive events and
transactions;                                                 

         (7)      references to sections of or rules under the
      Securities Act shall be deemed to include substitute, replacement or
    successor sections or rules adopted by the Commission from time to
time; and                                                     

              (8)      references to "Sections" or "Articles" are to the
portions of this Indenture so designated.                     

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ARTICLE 2.
THE NOTES 

SECTION 2.01      Form and Dating.                                              

         (a)      General. The Notes shall be known and designated as the "8.25%
Senior Secured Notes Due 2011" of the Company. The Notes and the Trustee's      
certificate of authentication shall be substantially in the form of Exhibit A   
hereto. The Notes may have notations, legends or endorsements required by law,  
stock exchange rule or usage. Each Note shall be dated the date of its          
authentication. The Notes shall be in denominations of $1,000 and integral      
multiples thereof and shall be initially issued only in global form.            

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

(b)      Global Notes. Notes issued in global form shall be   
substantially in the form of Exhibit A attached hereto (including the Global    
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global   
Note" attached thereto). Notes issued in definitive form shall be substantially 
in the form of Exhibit A attached hereto (but without the Global Note Legend    
thereon and without the "Schedule of Exchanges of Interests in the Global Note" 
attached thereto). Each Global Note shall represent such of the outstanding     
Notes as shall be specified therein and shall provide that it represents the    
aggregate principal amount of outstanding Notes from time to time endorsed      
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to       
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect  
the amount of any increase or decrease in the aggregate principal amount of     
outstanding Notes represented thereby shall be made by the Trustee or the       
Custodian, at the direction of the Trustee, in accordance with instructions     
given by the Holder thereof as required by Section 2.06.                        

        (c)      Book-Entry Provisions. Participants and Indirect Participants
shall have no rights under this Indenture with respect to any Global Note held  
on their behalf by the Depositary or by the Trustee as the custodian for the    
Depositary or under such Global Note, and the Depositary shall be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the      
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,     
proxy or other authorization furnished by the Depositary or impair, as between  
the Depositary and its Participants or Indirect Participants, the Applicable    
Procedures or the operation of customary practices of the Depositary governing  
the exercise of the rights of a holder of a beneficial interest in any Global   
Note.                                                                           

SECTION 2.02      Execution and Authentication.                                 

  An Officer must sign the Notes for the Company and an Officer or
director of each Guarantor must sign such Guarantor's Subsidiary Guarantee, in  
each case, by manual or                                                         

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

A Note shall not be valid until authenticated by the manual or
facsimile signature of the Trustee. The signature shall be conclusive evidence  
that the Note has been authenticated under this Indenture. On the date of the   
Indenture, the Trustee shall, upon receipt of a written order of the Company    
signed by two Officers (an "Authentication Order"), authenticate the Notes for  
$230.0 million in aggregate principal amount at Stated Maturity.                

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

SECTION 2.03      Registrar and Paying Agent.                                   

   The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an     
office or agency where Notes may be presented for payment ("Paying Agent"). The 
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional    
paying agents. The term "Registrar" includes any co-registrar and the term      
"Paying Agent" includes any additional paying agent. The Company may change any 
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this 
Indenture. If the Company fails to appoint or maintain another entity as        
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of 
its Subsidiaries may act as Paying Agent or Registrar.                          

        The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes. The Company initially       
appoints the Trustee to act as the Registrar and Paying Agent and to act as     
Custodian with respect to the Global Notes.                                     

SECTION 2.04      Paying Agent to Hold Money in Trust.                          

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

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SECTION 2.05      Holder Lists.                                                 

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

SECTION 2.06      Transfer and Exchange.                                        

       (a)      Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the          
Depositary, by a nominee of the Depositary to the Depositary or to another      
nominee of the Depositary, or by the Depositary or any such nominee to a        
successor Depositary or a nominee of such successor Depositary. Global Notes    
will be exchanged by the Company for Definitive Notes only if:                  

                (1)      the Company delivers to the Trustee notice from the
 Depositary that it is unwilling or unable to continue to act as
       Depositary or that it is no longer a clearing agency registered under
     the Exchange Act and, in either case, a successor Depositary is not
        appointed by the Company within 120 days after the date of such notice
from the Depositary; or                                       

               (2)      the Company in its sole discretion determines that
     the Global Notes (in whole but not in part) should be exchanged for
      Definitive Notes and delivers a written notice to such effect to the
Trustee;                                                      

     Upon the occurrence of either of the preceding events in (1) or (2)
above, Definitive Notes shall be issued in such names as the Depositary shall   
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole  
or in part, as provided in Sections 2.07 and 2.10. Every Note authenticated and 
delivered in exchange for, or in lieu of, a Global Note or any portion thereof, 
pursuant to this Section 2.06 or Section 2.07 or 2.10, shall be authenticated   
and delivered in the form of, and shall be, a Global Note. A Global Note may not
be exchanged for another Note other than as provided in this Section 2.06(a);   
provided that, beneficial interests in a Global Note may be transferred and     
exchanged as provided in Section 2.06(b), (c) or (f).                           

      (b)      Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes    
shall be effected through the Depositary, in accordance with the provisions of  
this Indenture and the Applicable Procedures. Transfers of beneficial interests 
in the Global Notes also shall require compliance with either subparagraph (1)  
or (2) below, as applicable:                                                    

                (1)      Transfer of Beneficial Interests in the Same Global
     Note. Beneficial interests in any Global Note may be transferred to
        Persons who take delivery thereof in the form of a beneficial interest
in the same Global Note. No written orders or                 

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    instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.06(b)(1).    

            (2)      All Other Transfers and Exchanges of Beneficial
 Interests in Global Notes. In connection with all transfers and
   exchanges of beneficial interests that are not subject to Section
        2.06(b)(1), the transferor of such beneficial interest must deliver to
the Registrar either:                                         

(A)      both:            

                                   (i)      a written order from a Participant
                           or an Indirect Participant given to the Depositary in
                         accordance with the Applicable Procedures directing
                        the Depositary to credit or cause to be credited a
                      beneficial interest in another Global Note in an
                   amount equal to the beneficial interest to be
   transferred or exchanged; and

                                 (ii)     instructions given in accordance
                           with the Applicable Procedures containing information
                           regarding the Participant account to be credited with
such increase; or         

(B)      both:            

                                   (i)      a written order from a Participant
                           or an Indirect Participant given to the Depositary in
                         accordance with the Applicable Procedures directing
                       the Depositary to cause to be issued a Definitive
                           Note in an amount equal to the beneficial interest to
      be transferred or exchanged; and

                          (ii)     instructions given by the
                        Depositary to the Registrar containing information
                        regarding the Person in whose name such Definitive
                        Note shall be registered to effect the transfer or
        exchange referred to in (1) above.

      (c)      Transfer or Exchange of Beneficial Interests for Definitive
Notes. Subject to Section 2.06(a), if any holder of a beneficial interest in a  
Global Note proposes to exchange such beneficial interest for a Definitive Note 
or to transfer such beneficial interest to a Person who takes delivery thereof  
in the form of a Definitive Note, then, upon satisfaction of the conditions set 
forth in Section 2.06(b)(2), the Trustee shall cause the aggregate principal    
amount of the applicable Global Note to be reduced accordingly pursuant to      
Section 2.06(g), and the Company shall execute and the Trustee shall            
authenticate and deliver to the Person designated in the instructions a         
Definitive Note in the appropriate principal amount. Any Definitive Note issued 
in exchange for a beneficial interest pursuant to this Section 2.06(c)(1) shall 
be registered in such name or names and in such authorized denomination or      
denominations as the holder of such beneficial interest requests through        
instructions to the Registrar from or through the Depositary and the Participant
or Indirect Participant. The Trustee shall deliver such Definitive Notes to the 
Persons in whose names such Notes are so registered.                            

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

   (e)      Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the   
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder must present or surrender to the Registrar   
the Definitive Notes duly endorsed or accompanied by a written instruction of   
transfer in form satisfactory to the Registrar duly executed by such Holder or  
by its attorney, duly authorized in writing.                                    

      (f)      Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:                                               

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE        
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES    
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED   
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS 
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.                       

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE    
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A 
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS     
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS    
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE    
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE     
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED            
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR   
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."                                    

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

  (h)      General Provisions Relating to Transfers and Exchanges.

                (1)      To permit registrations of transfers and exchanges,
     the Company shall execute and the Trustee shall authenticate Global
       Notes and Definitive Notes upon receipt of an Authentication Order in
accordance with Section 2.02 or at the Registrar's request.   

            (2)      No service charge will be made to a Holder of a
         Global Note or to a Holder of a Definitive Note for any registration of
         transfer or exchange, but the Company may require a Holder to pay a sum
    sufficient to pay all transfer tax or similar governmental charges
        payable in connection therewith (other than any such transfer taxes or
         similar governmental charges payable upon exchange or transfer pursuant
         to Sections 2.10, 3.06, 3.09, 3.10, 4.10, 4.15 and 9.05). The Registrar
        shall not be required to register the transfer of or exchange any Note
    selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.                   

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

(4)      The Company shall not be required: 

                          (A)      to issue, to register the transfer of or to
           exchange any Notes (i) during a period beginning at the
                  opening of business 15 days before the day of any selection of
             Notes for redemption under Section 3.02 and ending at the
               close of business on the day of selection, or (ii) during a
                  period beginning at the opening of business 15 days before any
                  Interest Payment Date and ending at the closing of business on
such Interest Payment Date;                 

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                         (B)      to register the transfer of or to exchange
                any Note selected for redemption in whole or in part, except
                 the unredeemed portion of any Note being redeemed in part; or

                           (C)      to register the transfer of or to exchange a
               Note between a record date and the next succeeding Interest
Payment Date.                               

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

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

SECTION 2.07      Replacement Notes.                                            

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

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

SECTION 2.08      Outstanding Notes.                                            

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

 If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the       
replaced Note is held by a bona fide purchaser. If the principal amount or      
Accreted Value of any Note is considered paid under Section 4.01, it ceases to  
be outstanding and interest on it ceases to accrue.                             

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 If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money   
sufficient to pay Notes payable on that date, then on and after that date such  
Notes shall be deemed to be no longer outstanding and shall cease to accrue     
interest.                                                                       

SECTION 2.09      Treasury Notes.                                               

        In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the    
Company, or by any Affiliate of the Company, shall be considered as though not  
outstanding, except that for the purposes of determining whether the Trustee    
shall be protected in relying on any such direction, waiver or consent, only    
Notes that the Trustee knows are so owned shall be so disregarded.              

SECTION 2.10      Temporary Notes.                                              

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

SECTION 2.11      Cancellation.                                                 

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

SECTION 2.12      Defaulted Interest.                                           

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

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ARTICLE 3.
 REDEMPTION AND PREPAYMENT

SECTION 3.01      Notices to Trustee.                                           

If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it must furnish to the Trustee, at least 
45 days but not more than 75 days before a redemption date, an Officer's        
Certificate setting forth:                                                      

               (1)      the clause of this Indenture pursuant to which the
redemption shall occur;                                       

(2)      the redemption date;               

              (3)      the principal amount of Notes to be redeemed; and

(4)      the redemption price.              

SECTION 3.02      Selection of Notes to Be Redeemed or Purchased.               

        (a)      If there is more than one Holder, and if less than all of the
Notes are to be redeemed or purchased in an offer to purchase at any time, the  
Trustee shall select Notes for redemption or purchase as follows:               

               (1)      if the Notes are listed on any national securities
         exchange, in compliance with the requirements of the principal national
securities exchange on which the Notes are listed; or         

        (2)      if the Notes are not listed on any national
securities exchange, by lot.                                  

     (b)      In the event of partial redemption or purchase by lot, the
particular Notes to be redeemed or purchased shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption 
or purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.                                                     

      (c)      The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption or purchase and, in the case of any Note      
selected for partial redemption or purchase, the principal amount thereof to be 
redeemed or purchased. Notes and portions of Notes selected shall be in amounts 
of $1,000 or whole multiples of $1,000; provided that if all of the Notes of a  
Holder are to be redeemed or purchased, the entire outstanding amount of Notes  
held by such Holder, even if not a multiple of $1,000, shall be redeemed or     
purchased. Except as provided in the preceding sentence, provisions of this     
Indenture that apply to Notes called for redemption or purchase also apply to   
portions of Notes called for redemption or purchase.                            

SECTION 3.03      Notice of Redemption.                                         

        (a)      Subject to the provisions of Sections 3.09 and 3.10, at least
30 days but not more than 60 days before a redemption date, the Company shall   
mail or cause to be mailed, by first class mail, a notice of redemption to each 
Holder whose Notes are to be redeemed at its                                    

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registered address, except that redemption notices may be mailed more than 60   
days prior to a redemption date if the notice is issued in connection with a    
defeasance of the Notes or a satisfaction and discharge of this Indenture       
pursuant to Articles 8 or 12.                                                   

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

(1)      the redemption date;               

(2)      the redemption price;              

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

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

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

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

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

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

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

SECTION 3.04      Effect of Notice of Redemption.                               

      Once notice of redemption is mailed in accordance with Section 3.03,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional. If 
the Company complies with the provisions of Article 3, on and after the         
redemption or purchase date, interest shall cease to accrue on the Notes or the 
portions of Notes called for redemption or purchase.                            

SECTION 3.05      Deposit of Redemption or Purchase Price.                      

         (a)      One Business Day prior to the redemption or purchase date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest on all Notes to 
be redeemed or purchased on that date.                                          

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The Trustee or the Paying Agent will promptly return to the Company any money   
deposited with the Trustee or the Paying Agent by the Company in excess of the  
amounts necessary to pay the redemption or purchase price of, and accrued       
interest on, all Notes to be redeemed or purchased.                             

     (b)      If a Note is redeemed or purchased on or after an interest
record date but on or prior to the related Interest Payment Date, then any      
accrued and unpaid interest shall be paid to the Person in whose name such Note 
was registered at the close of business on such record date. If any Note called 
for redemption or purchase is not so paid upon surrender for redemption or      
purchase because of the failure of the Company to comply with the preceding     
paragraph, interest shall be paid on the unpaid principal, from the redemption  
or purchase date until such principal is paid, and to the extent lawful on any  
interest not paid on such unpaid principal, in each case at the rate provided in
the Notes and in Section 4.01.                                                  

SECTION 3.06      Notes Redeemed or Purchased in Part.                          

     Upon surrender of a Note that is redeemed or purchased in part, the
Company shall issue and, upon receipt of an Authentication Order, the Trustee   
shall authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note        
surrendered.                                                                    

SECTION 3.07      Optional Redemption.                                          

      (a)      At any time after the Issue Date and on or before March 15,
2006, the Company may on any one or more occasions redeem all or a part of the  
Notes, upon not less than 30 nor more than 60 days' notice, at the Accreted     
Value on the redemption date, plus accrued and unpaid interest to the redemption
date.                                                                           

       (b)      At any time after March 15, 2006, the Company may on any one
or more occasions redeem all or a part of the Notes, upon not less than 30 nor  
more than 60 days' notice, at the redemption prices (expressed as percentages of
Accreted Value) set forth below, plus accrued and unpaid interest to the        
redemption date, if redeemed during the twelve-month period beginning on March  
15 of the years indicated below:                                                

                                                        [Enlarge/Download Table]

Year                                                                           Percentage
----                                                                           ----------
                                                                                         
2006..........................................................................  104.625% 
2007..........................................................................  103.469% 
2008..........................................................................  102.313% 
2009..........................................................................  101.156% 
2010 and thereafter...........................................................  100.000% 

        (c)      Any redemption pursuant to this Section 3.07 shall be made in
accordance with the provisions of Section 3.01 through 3.06. Any notice to the  
Holders of Notes of a redemption pursuant to this Section 3.07 shall include the
appropriate calculation of the redemption price, but need not include the       
redemption price itself. The actual redemption price, calculated as described   
above, shall be set forth in an Officers' Certificate delivered to the Trustee  
no later than two Business Days prior to the redemption date.                   

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SECTION 3.08      Mandatory Redemption.                                         

     The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.                                        

SECTION 3.09      Offer to Purchase by Application of Excess Proceeds.          

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

       (b)      Subject to the Intercreditor Agreement, the Asset Sale Offer
shall be made to all Holders and all holders of other Indebtedness that is pari 
passu with the Notes containing provisions similar to those set forth in this   
Indenture with respect to offers to purchase or redeem with the proceeds of     
sales of assets. The Asset Sale Offer shall remain open for a period of at least
20 Business Days following its commencement and not more than 30 Business Days, 
except to the extent that a longer period is required by applicable law (the    
"Offer Period"). No later than three Business Days after the termination of the 
Offer Period (the "Purchase Date"), the Company shall apply all Excess Proceeds 
(the "Offer Amount") to the purchase or redemption of Notes and such other pari 
passu Indebtedness containing provisions similar to this Section 3.09 (on a pro 
rata basis, if applicable) or, if less than the Offer Amount has been tendered, 
all Notes and other Indebtedness tendered in response to the Asset Sale Offer.  
Payment for any Notes so purchased shall be made in the same manner as interest 
payments are made.                                                              

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

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

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

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

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

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

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           (5)      that Holders electing to have a Note purchased
      pursuant to an Asset Sale Offer may elect to have Notes purchased in
    integral multiples of $1,000 of principal at Stated Maturity only;

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

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

                (8)      that, if the aggregate purchase or redemption price
   of Notes and other pari passu Indebtedness surrendered by Holders
        exceeds the Offer Amount, the Company shall select the Notes and other
         pari passu Indebtedness to be purchased or redeemed on a pro rata basis
       based on the Accreted Value of Notes and principal of such other pari
        passu Indebtedness surrendered (with such adjustments as may be deemed
   appropriate by the Company so that only Notes in denominations of
        $1,000 of principal at Stated Maturity, or integral multiples thereof,
shall be purchased); and                                      

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

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

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

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         (g)      Notwithstanding the foregoing, to the extent the Intercreditor
Agreement is in effect, any Asset Sale Offer shall be governed by the terms of  
the Intercreditor Agreement to the extent that the applicable terms of this     
Indenture are inconsistent therewith.                                           

SECTION 3.10      Mandatory Prepayment.                                         

         On the Interest Payment Date in September, 2010, the Company shall make
a prepayment of principal on the Notes equal to $5.50 for each $1,000 of        
principal at Stated Maturity (the "Prepayment Amount"). Such prepayment shall be
made to Holders of record on the preceding September 1. From and after the date 
of such prepayment, the Accreted Value of the Notes and the amount due on the   
Notes as principal at Stated Maturity shall be reduced by the Prepayment Amount 
and all payments of interest (including additional interest payable pursuant to 
Section 4.21) and premium payable on the Notes shall be calculated based upon   
the amount payable as principal at Stated Maturity of the Notes as so reduced.  

ARTICLE 4.
 COVENANTS

SECTION 4.01      Payment of Notes.                                             

     The Company shall pay or cause to be paid the principal or Accreted
Value of, premium, if any, and interest on the Notes on the dates and in the    
manner provided in the Notes and in this Indenture. Principal, Accreted Value,  
premium, if any, and interest shall be considered paid on the date due if the   
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of    
10:00 a.m. Eastern Time on the due date money deposited by or on behalf of the  
Company in immediately available funds and designated for and sufficient to pay 
all principal, Accreted Value, premium, if any, and interest then due. Payments 
of Accreted Value of the Notes prior to the Stated Maturity of principal of the 
Notes shall reduce proportionately, for purposes of calculation of interest     
payable thereon and for future determinations of Accreted Value and principal   
thereof, the principal amount at Stated Maturity of the Notes with respect to   
which such payments of Accreted Value have been made.                           

SECTION 4.02      Maintenance of Office or Agency.                              

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

       (b)      The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for   
any or all such purposes and may from time to time rescind such designations;   
provided, however, that no such designation or                                  

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

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

SECTION 4.03      Reports.                                                      

     (a)      Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as   
any Notes remain outstanding, the Company shall:                                

                 (1)      provide the Trustee and the Holders with the annual,
       quarterly and current reports as are required in such Sections 13 and
  15(d) to be filed by a United States corporation subject to such
   Sections in respect of debt securities not listed on an exchange,
within 15 days after the times specified for the filing of the
information, documents and reports under such Sections; and   

                  (2)      to the extent permitted, file with the Commission the
     reports referred to in clause (1) of this Section 4.03(a) within 15
        days after the times specified for such filings under the Exchange Act
(whether or not applicable to the Company).                   

     (b)      The quarterly and annual financial information required by
Section 4.03(a) shall include a reasonably detailed presentation, either on the 
face of the financial statements or in the footnotes thereto, and in            
Management's Discussion and Analysis of Financial Condition and Results of      
Operations, of condensed consolidating financial information with respect to the
financial condition and results of operations of the Company and its            
Subsidiaries (excluding CPIH and its Subsidiaries) separate from the financial  
condition and results of operations of the Company and all of its Subsidiaries  
(including, for that purpose, CPIH and its Subsidiaries).                       

SECTION 4.04      Compliance Certificate.                                       

  (a)      The Company and each Guarantor (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within 105
days after the end of each fiscal year, an Officer's Certificate of the Company 
and such Guarantor, respectively, stating that, in the course of performing his 
or her duties as officers of the Company or such Guarantor, as applicable, a    
review of the activities of the Company or such Guarantor and its Subsidiaries  
during the preceding fiscal year has been made under the supervision of the     
signing Officers, and further stating, as to each such Officer signing such     
certificate, that to the best of his or her knowledge the Company or such       
Guarantor has kept, observed, performed and fulfilled each and every covenant   
contained in this Indenture and is not in default in the performance or         
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default has occurred, describing all such Defaults or  
Events of Default of which he or she may have knowledge and what action the     
Company or such Guarantor is taking or proposes to take with respect thereto)   
and that to the best of his or her knowledge no event has occurred and          

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remains in existence by reason of which payments on account of the principal or 
Accreted Value of, or interest or premium, if any, on, the Notes are prohibited 
or if such event has occurred, a description of the event and what action the   
Company or such Guarantor is taking or proposes to take with respect thereto.   

         (b)      So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial  
statements delivered pursuant to Section 4.03(a)(1) shall be accompanied by a   
written statement of the Company's independent public accountants (who shall be 
a firm of established national reputation) that in connection with their audit, 
nothing has come to their attention that caused them to believe that, with      
respect to financial and accounting matters, the Company failed to comply with  
any provisions of Article 4 or Article 5 or, if any such event of noncompliance 
has come to their attention, specifying the nature and period of existence      
thereof, it being understood that their audit was not directed primarily toward 
obtaining knowledge of such noncompliance and that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain knowledge 
of any such noncompliance.                                                      

         (c)      So long as any of the Notes are outstanding, the Company shall
deliver to the Trustee, within five Business Days after the date on which any   
Officer of the Company becomes aware of any Default or Event of Default, an     
Officer's Certificate specifying such Default or Event of Default and what      
action the Company is taking or proposes to take with respect thereto.          

SECTION 4.05      Taxes.                                                        

        The Company shall, and shall cause each of its Subsidiaries to, pay or
discharge or cause to be paid or discharged, prior to delinquency, all taxes,   
assessments, and governmental charges levied or imposed upon its or such        
Subsidiaries' income, profits or property, except such as are contested in good 
faith and by appropriate proceedings or where stayed by the Bankruptcy Court or 
other court of competent jurisdiction or where the failure to effect such       
payment or discharge is not adverse in any material respect to the Holders of   
the Notes.                                                                      

SECTION 4.06      Stay, Extension and Usury Laws.                               

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

SECTION 4.07      Restricted Payments.                                          

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

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                  (1)      declare or pay any dividend or make any other payment
      or distribution on account of the Company's or any of its Restricted
    Subsidiaries' Equity Interests (including, without limitation, any
      payment in connection with any merger or consolidation involving the
    Company or any of its Restricted Subsidiaries) or to the direct or
indirect holders of the Company's or any of its Restricted    
      Subsidiaries' Equity Interests in their capacity as such (other than
    dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company and other than dividends or
        distributions payable to the Company or a Guarantor or, in the case of
        a Restricted Subsidiary that is not a Guarantor, to the Company or any
Restricted Subsidiary);                                       

                (2)      purchase, redeem or otherwise acquire or retire for
        value (including, without limitation, in connection with any merger or
  consolidation involving the Company) any Equity Interests of the
   Company or any direct or indirect parent of the Company held by a
 Person other than the Company or a Restricted Subsidiary of the
Company;                                                      

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

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

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

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

              (6)      the Company would, at the time of such Restricted
         Payment and after giving pro forma effect thereto as if such Restricted
       Payment had been made at the beginning of the applicable four quarter
   period, have been permitted to incur at least $1.00 of additional
         Indebtedness pursuant to the Consolidated Coverage Ratio test set forth
in Section 4.09(a); and                                       

                 (7)      such Restricted Payment, together with the aggregate
     amount of all other Restricted Payments made by the Company and its
    Restricted Subsidiaries after the Issue Date (excluding Restricted
       Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9),
         (10), (11) (other than payments with respect to Equity Interests of the
  Company or any of its Restricted Subsidiaries), (12) and (13) of
  Section 4.07(b)), is less than the sum, without duplication, of:

                           (A)      50% of the aggregate Consolidated Net Income
                 of the Company (or, in the event such Consolidated Net Income
               shall be a deficit, minus 100% of such deficit) accrued for
                 the period beginning on the Issue Date and ending on the last
             day of the Company's most recent fiscal quarter for which
financial                                   

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               information is available to the Company ending prior to the
          date of such proposed Restricted Payment, taken as one
accounting period, plus                     

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

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

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

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

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

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

(b)      The provisions of Section 4.07(a) will not prohibit: 

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                 (1)      the payment of any dividend within 60 days after the
        date of declaration of the dividend, if at the date of declaration the
  dividend payment would have complied with the provisions of this
       Indenture; provided, however, that any such dividend will be included
  in the calculation of the amount of Restricted Payments (without
duplication for declaration);                                 

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

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

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

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

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

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

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           (8)      payments in respect of the limited partnership
interests in Covanta Onondaga Limited Partnership and Covanta 
    Huntington Limited Partnership pursuant to the limited partnership
   agreements of such entities as in effect on the Issue Date and as
         amended, modified or extended on terms not materially less favorable to
the Company and its Restricted Subsidiaries, taken as a whole;

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

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

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

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

                 (13)     payments or distributions to dissenting stockholders
   pursuant to applicable law or pursuant to or in connection with a
        consolidation, merger or transfer of assets that complies with Section
5.01;                                                         

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

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

        (c)      The amount of all Restricted Payments (other than cash) shall
be the fair market value on the date of the Restricted Payment of the assets or 
securities proposed to be transferred or issued by the Company or any Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair    
market value of any assets or securities that are required to be valued by this 
covenant shall be determined, in good faith, by the Board of Directors. The     
Board of Directors' determination must be based upon an opinion or appraisal    
issued by an accounting, appraisal or investment banking firm of national       
standing if the fair market value exceeds $15.0 million and if the Restricted   
Payment is to be made to an Affiliate of the Company or to the holders of or in 
respect of any Equity Interest. Not later than the date of making any Restricted
Payment having a fair market value exceeding $15.0 million, the Company shall   
deliver to the Trustee an Officer's Certificate stating that such Restricted    
Payment is permitted and setting forth the basis upon which the calculations    
required by this Section 4.07(c) were                                           

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computed, together with a copy of the fairness opinion or appraisal required by 
this Indenture. In determining whether any Restricted Payment is permitted by   
the covenant described above, the Company may in its sole discretion allocate   
all or any portion of such Restricted Payment among the categories described in 
the immediately preceding paragraph or among such categories and the types of   
Restricted Payments described in the first paragraph under the "Restricted      
Payments" heading above; provided that at the time of such allocation, all such 
Restricted Payments, or allocated portions thereof, would be permitted under the
various provisions of the covenant described above.                             

SECTION 4.08      Dividend and Other Payment Restrictions Affecting             
Subsidiaries.                                                                   

 (a)      The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to exist or
become effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to:                                                                  

                 (1)      pay dividends or make any other distributions on its
        Capital Stock to the Company or any of its Restricted Subsidiaries, or
         with respect to any other interest or participation in, or measured by,
        its profits, or pay any Indebtedness owed to the Company or any of its
Restricted Subsidiaries;                                      

                (2)      make loans or advances to the Company or any of its
Restricted Subsidiaries; or                                   

            (3)      transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries.                

(b)      The provisions of Section 4.08(a) shall not apply to 
encumbrances or restrictions existing under or by reason of:                    

            (1)      agreements governing Existing Indebtedness, the
        Credit Agreements or the Indemnification Agreement as in effect on the
       Issue Date and any amendments, modifications, restatements, renewals,
     increases, supplements, refundings, replacements or refinancings of
those agreements; provided that the amendments, modifications,
restatements, renewals, increases, supplements, refundings,   
         replacements or refinancings are not materially more restrictive, taken
as a whole, with respect to such dividend and other payment   
         restrictions than those provisions contained in those agreements on the
Issue Date;                                                   

                 (2)      this Indenture, the Notes, the Subsidiary Guarantees
and the Security Documents;                                   

       (3)      applicable law, rule, regulation or order;

             (4)      any instrument governing Indebtedness or Capital
    Stock of a Person acquired by the Company or any of its Restricted
      Subsidiaries as in effect at the time of such acquisition (except to
         the extent such Indebtedness or Capital Stock was incurred or issued in
 connection with or in contemplation of such acquisition), which
encumbrance                                                   

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      or restriction is not applicable to any Person, or the properties or
        assets of any Person, other than the Person, or the property or assets
    of the Person, so acquired; provided that, in the case of Acquired
         Debt, such Indebtedness was permitted by the terms of this Indenture to
be incurred;                                                  

              (5)      customary non-assignment provisions in leases and
   other agreements entered into in the ordinary course of business;

                  (6)      Permitted Refinancing Indebtedness; provided that the
   restrictions contained in the agreements governing such Permitted
        Refinancing Indebtedness are materially not more restrictive, taken as
       a whole, with respect to such dividend and other payment restrictions
         than those contained in the agreements governing the Indebtedness being
refinanced;                                                   

          (7)      provisions with respect to the disposition or
         distribution of assets or property held under joint venture agreements,
      or subject to asset sale agreements, stock sale agreements and other
similar agreements;                                           

                (8)      restrictions on cash or other deposits or net worth
requirements imposed by customers under contracts or net worth
       requirements contained in leases and other agreements entered into in
the ordinary course of business;                              

              (9)      customary restrictions with respect to Restricted
       Subsidiaries of the Company pursuant to agreements creating Permitted
        Liens or agreements entered into for the sale or disposition of all or
         substantially all of the Capital Stock or assets of any such Restricted
      Subsidiary pending the closing of such sale or disposition; provided
       that such restrictions apply solely to the Capital Stock or assets of
      the Restricted Subsidiary that are being sold or that are subject to
the Permitted Lien;                                           

                (10)     any encumbrance or restriction existing under or by
       reason of Insurance Premium Financing Arrangements permitted pursuant
to Section 4.09;                                              

                (11)     purchase money obligations for property acquired in
  the ordinary course of business that impose restrictions on that
 property of the nature described in clause (3) of the preceding
paragraph;                                                    

                  (12)     Liens securing Indebtedness otherwise permitted to be
         incurred pursuant to Section 4.12 that limit the right of the debtor to
dispose of the assets subject to such Liens;                  

                (13)     Non-Recourse Debt, Limited Recourse Debt, or leases
or operating agreements related to Projects, so long as such  
  encumbrances or restrictions relate solely to Project assets and
distributions of Project earnings or Project cash flow;       

                (14)     any instrument governing any other Indebtedness the
      incurrence of which is not prohibited by Section 4.09; provided that
     the terms of such Indebtedness are not materially more restrictive,
taken as a whole, with respect to such dividend and other     

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        payment restrictions than the provisions with respect to such dividend
        and other payment restrictions contained in this Indenture at the time
of such incurrence; and                                       

                (15)     any encumbrance or restriction of the type referred
to in Section 4.08(a) imposed by any extension, amendment,    
      modification, restatement, renewal, increase, supplement, refunding,
     replacement or refinancing of an agreement, contract, instrument or
    obligation referred to in clauses (1) through (14) of this Section
         4.08(b) that is not materially more restrictive, taken as a whole, than
      the encumbrance or restriction imposed by the applicable predecessor
agreement, contract, instrument or obligation.                

SECTION 4.09      Restrictions on Indebtedness.                                 

 (a)      The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,       
assume, guarantee or otherwise become directly or indirectly liable, with       
respect to (collectively, "incur") any Indebtedness (including Acquired Debt);  
provided, however, that the Company or any Guarantor may incur Indebtedness     
(including Acquired Debt), and any Restricted Subsidiary of the Company (other  
than a Bankrupt Subsidiary) may incur Acquired Debt not incurred by the acquired
Person in contemplation of the related acquisition of such Person by such       
Restricted Subsidiary, if the Company's Consolidated Coverage Ratio at the time 
of incurrence of such Indebtedness, after giving pro forma effect to such       
incurrence or issuance as of such date and to the use of proceeds therefrom, as 
if the same had occurred at the beginning of the most recently ended four fiscal
quarter period of the Company (commencing on or after the Issue Date) for which 
internal financial statements are available, would have been no less than 2.00  
to 1.00.                                                                        

         (b)      Section 4.09(a) will not prohibit the incurrence of any of the
following items of Indebtedness (collectively, "Permitted Debt"):               

            (1)      the incurrence by the Company or any Restricted
   Subsidiary of Indebtedness and letters of credit under the Credit
         Agreements in an aggregate principal amount at any one time outstanding
       (with letters of credit being deemed to have a principal amount equal
      to the maximum potential liability of the Company and its Restricted
 Subsidiaries thereunder) not to exceed $280.0 million, less the
      aggregate amount of all Net Proceeds of Asset Sales applied to repay
  Indebtedness under the Credit Agreements in order to comply with
Section 4.10(b);                                              

          (2)      the incurrence by the Company of Indebtedness
        consisting solely of its obligations under Insurance Premium Financing
    Arrangements, which obligations shall not exceed at any time $30.0
million in the aggregate;                                     

             (3)      the incurrence by the Company and its Restricted
         Subsidiaries of the Existing Indebtedness, including without limitation
the Unsecured Notes;                                          

                (4)      the incurrence by the Company and the Guarantors of
  Indebtedness represented by the Notes and the related Subsidiary
Guarantees to be issued on the Issue Date;                    

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        (5)      the incurrence by the Company or any of its
      Restricted Subsidiaries of Indebtedness represented by Capital Lease
         Obligations, mortgage financings or purchase money obligations incurred
       for the purpose of financing all or any part of the purchase price or
     cost of construction or improvement of property, plant or equipment
used in a Permitted Business in an aggregate principal amount,
      including all Permitted Refinancing Indebtedness incurred to refund,
        refinance or replace any Indebtedness incurred pursuant to this clause
(5), not to exceed $15.0 million at any time outstanding;     

        (6)      the incurrence by the Company or any of its
  Restricted Subsidiaries of Permitted Refinancing Indebtedness in
exchange for, or the net proceeds of which are used to refund,
      refinance, defease or replace, Indebtedness (other than intercompany
         Indebtedness) that was permitted by this Indenture to be incurred under
       Section 4.09(a) or any of clauses (3), (4), (5), (6), (9), (15), (16)
or (18) of this paragraph;                                    

            (7)      the incurrence (i) by the Company or any of the
      Guarantors of intercompany Indebtedness between or among the Company
and any of the Guarantors and (ii) by non-Guarantor Restricted
 Subsidiaries of the Company of Indebtedness to the Company or a
   Guarantor in an aggregate net amount not to exceed $20.0 million;
    provided, however, that (a) if the Company or any Guarantor is the
       obligor on such Indebtedness, such Indebtedness must be unsecured and
    expressly subordinated to the prior payment in full in cash of all
       obligations with respect to the Notes (in the case of the Company) or
        the related Subsidiary Guarantee (in the case of a Guarantor); and (b)
         any subsequent issuance or transfer of Equity Interests that results in
        any such Indebtedness being held by a Person other than the Company or
        a Guarantor and any sale or other transfer of any such Indebtedness to
        a Person that is not either the Company or a Guarantor will be deemed,
       in each case, to constitute an incurrence of such Indebtedness by the
       Company or such Guarantor, as the case may be, that was not permitted
by this clause (7);                                           

        (8)      the incurrence by the Company or any of its
      Restricted Subsidiaries of Hedging Obligations that are incurred for
         the bona fide purpose of hedging (w) interest rate risk with respect to
   Indebtedness of the Company or any of its Restricted Subsidiaries
        permitted to be incurred under this Indenture and which has a notional
amount no greater than the payments due with respect to the   
       Indebtedness being hedged thereby, or (x) currency exchange rate risk
    in connection with then existing financial obligations, or (y) the
 acquisition of goods or services or (z) against fluctuations in
        electricity rates pertaining to electricity produced by a Project; and
in no event for purposes of speculation;                      

           (9)      Guarantees provided under Section 4.17 and the
        Guarantees by the Company or any Restricted Subsidiary of Indebtedness
    of the Company or a Restricted Subsidiary that was permitted to be
incurred by another provision of this Section 4.09;           

                (10)     (A) Indebtedness incurred in the ordinary course of
         business solely in respect of bid, surety and similar bonds and standby
 letters of credit issued for the purpose of supporting workers'
        compensation liabilities or other insurance obligations of the Company
or any of its Restricted Subsidiaries, to the extent that such
incurrence does not                                           

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        result in the incurrence of any obligation for the payment of borrowed
        money to others and (B) Indebtedness owed to, including obligations in
respect of letters of credit for the benefit of, any Person in
    connection with workers' compensation, health, disability or other
         employee benefits or property, casualty or liability insurance provided
 by such Person to the Company or a Restricted Subsidiary of the
      Company, pursuant to reimbursement or indemnification obligations to
        such Person, in each case incurred in the ordinary course of business;

             (11)     obligations in respect of Performance Guarantees
entered into in accordance with Section 4.20;                 

       (12)     obligations in respect of any Existing IPP
International Project Guaranties;                             

        (13)     the incurrence by the Company or any of its
        Restricted Subsidiaries of Indebtedness arising from the honoring by a
  bank or other financial institution of a check, draft or similar
  instrument inadvertently drawn against insufficient funds in the
    ordinary course of business, and such Indebtedness is extinguished
within five business days after incurrence thereof;           

                (14)     Indebtedness arising from agreements of the Company
      or any of its Restricted Subsidiaries providing for indemnification,
         adjustment of purchase price, earn-out or other similar obligations, in
      each case, incurred or assumed in connection with the disposition of
any business or assets or a Subsidiary of the Company;        

                 (15)     Indebtedness of the Company or any of its Restricted
       Subsidiaries, to the extent the net proceeds thereof are promptly (a)
       used to purchase Notes tendered pursuant to a Change of Control Offer
        under Section 4.15 or (b) deposited to defease the Notes in accordance
with Article 8;                                               

        (16)     the incurrence by the Company or any of its
        Restricted Subsidiaries of Non-Recourse Debt or Limited Recourse Debt,
       in an aggregate amount not to exceed the greater of (i) $40.0 million
and (ii) 33% of the aggregate reduction in principal amount of
       Non-Recourse Debt and Limited Recourse Debt in existence on the Issue
Date, up to a maximum amount of $150.0 million, at any time   
outstanding;                                                  

               (17)     the incurrence by any Restricted Subsidiary of the
        Company of Limited Recourse Debt relating to waste-to-energy Projects,
         so long as the incurrence by such Restricted Subsidiary of such Limited
         Recourse Debt is required, as evidenced by a resolution of the Board of
     Directors, by the existing client (if such client is a governmental
authority) of the relevant Project; provided that during the  
    continuance of an Event of Default, the Company and its Restricted
    Subsidiaries shall not enter into any new commitments for any such
Indebtedness;                                                 

                (18)     Non-Recourse Debt or Limited Recourse Debt incurred
      by any of the Company's Restricted Subsidiaries, the net proceeds of
      which are used to repay, redeem or repurchase the Notes or any other
secured unsubordinated Indebtedness of the Company; and       

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        (19)     the incurrence by the Company or any of its
    Restricted Subsidiaries of additional Indebtedness in an aggregate
 principal amount (or accreted value, as applicable) at any time
        outstanding, including all Permitted Refinancing Indebtedness incurred
       to refund, refinance or replace any Indebtedness incurred pursuant to
        this clause (19), not to exceed $30.0 million at any time outstanding.

         (c)      For purposes of determining compliance with this Section 4.09,
in the event that an item of proposed Indebtedness meets the criteria of more   
than one of the categories of Permitted Debt described in clause (1) through    
(19) of Section 4.09(b), or is permitted to be incurred pursuant to Section     
4.09(a), the Company will be permitted to classify such item of Indebtedness on 
the date of its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.09. The maximum   
amount of Indebtedness that the Company or any of its Restricted Subsidiaries   
may incur pursuant to this covenant shall not be deemed to be exceeded solely as
a result of fluctuations in currency exchange rates. Indebtedness under the     
Credit Agreements, including Guarantees of such Indebtedness, on the Issue Date 
will be deemed to have been incurred on such date in reliance on the exception  
provided by clause (1) of Section 4.09(b).                                      

      (d)      Accrual of interest or dividends, the accretion of accreted
value or original issue discount and the payment of interest or dividends in the
form of additional Indebtedness will not be deemed to be an incurrence of       
Indebtedness for purposes of this Section 4.09.                                 

(e)      For purposes of determining compliance with any U.S. 
dollar-denominated restriction on Indebtedness, the U.S. dollar-equivalent      
principal amount of Indebtedness denominated in a foreign currency will be      
calculated based on the relevant currency exchange rate in effect on the date   
such Indebtedness was incurred, in the case of term debt, or first committed, in
the case of revolving credit debt; provided that (1) the U.S. dollar-equivalent 
principal amount of any such Indebtedness outstanding or committed on the Issue 
Date will be calculated based on the relevant currency exchange rate in effect  
on the Issue Date of this Indenture, and (2) if such Indebtedness is incurred to
refinance other Indebtedness denominated in a foreign currency, and such        
refinancing would cause the applicable U.S. dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the  
date of such refinancing, such U.S. dollar-denominated restriction shall be     
deemed not to have been exceeded so long as the principal amount of such        
Refinancing Indebtedness does not exceed the principal amount of such           
Indebtedness being refinanced. The principal amount of any Indebtedness incurred
to refinance other Indebtedness, if incurred in a different currency than the   
Indebtedness being refinanced, shall be calculated based on the currency        
exchange rate applicable to the currencies in which such respective Indebtedness
is denominated that is in effect on the date of such refinancing.               

SECTION 4.10      Asset Sales.                                                  

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

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

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

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

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

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

                     (C)      any Voting Stock or assets of the kind
        referred to in clause (2) or (4) of Section 4.10(b).

        (b)      Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company or such Restricted Subsidiary may, at its option and to 
the extent it elects, apply (i) 33% of all such Net Proceeds received after the 
Issue Date and until the aggregate Net Proceeds received by the Company and all 
of its Restricted Subsidiaries equal $7.5 million, and (ii) thereafter, 100% of 
such Net Proceeds:                                                              

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

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

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

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

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(5)      any combination of the foregoing;  

provided that the Company and any such Restricted Subsidiary will be deemed to  
have applied such Net Proceeds in accordance with clause (2) or clause (4) of   
this Section 4.10(b) if, within 365 days after the date of such Asset Sale, the 
Company or such Restricted Subsidiary shall have entered into, and not abandoned
or rejected, a binding agreement with respect to an acquisition, expenditure or 
Investment that would result in such application of such Net Proceeds and that  
acquisition, expenditure or Investment is thereafter completed within 455 days  
after the date of such Asset Sale.                                              

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

    (d)      Any Net Proceeds from Asset Sales that are not applied or
invested as provided in Section 4.10(b), other than Net Proceeds not required to
be applied or invested in the manner specified in Section 4.10(b), shall        
constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds      
exceeds $15.0 million, the Company shall , to the extent permitted under the    
Intercreditor Agreement, make an Asset Sale Offer to all Holders of Notes and to
all holders of other Indebtedness that is pari passu with the Notes containing  
provisions similar to those set forth in this Indenture with respect to offers  
to purchase or redeem with the proceeds of sales of assets to purchase or redeem
the maximum principal amount of the Notes and such other pari passu Indebtedness
that may be purchased or redeemed out of the Excess Proceeds. The offer price   
for the Notes in any Asset Sale Offer will be equal to 100% of the Accreted     
Value plus accrued and unpaid interest on the Notes to be purchased, to the date
fixed for the closing of such Asset Sale Offer in accordance with the procedures
set forth in this Indenture, and shall be payable in cash. If the date of       
purchase is on or after an interest record date and on or before the related    
Interest Payment Date, accrued and unpaid interest, if any, shall be paid to the
Holder in whose name a Note is registered at the close of business on such      
record date, and no additional interest shall be payable to Holders who tender  
pursuant to the Asset Sale Offer. If any Excess Proceeds remain after           
consummation of an Asset Sale Offer, the Company and its Restricted Subsidiaries
may use those Excess Proceeds for any purpose not otherwise prohibited by this  
Indenture. If the aggregate Accreted Value of Notes and the amount of other pari
passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of    
Excess Proceeds, the Trustee shall select the Notes and such other pari passu   
Indebtedness to be purchased or redeemed on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.     

       (e)      The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder 
to the extent those laws and regulations are applicable in connection with each 
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the     
provisions of any securities laws or regulations conflict with Section 3.09 or  
this Section 4.10, the Company shall comply with the applicable securities laws 
and regulations and shall not be deemed to have breached its obligations under  
Section 3.09 or this Section 4.10 by virtue of such conflict.                   

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         (f)      Notwithstanding the foregoing, to the extent the Intercreditor
Agreement is in effect, any Asset Sale shall be governed by the terms of the    
Intercreditor Agreement to the extent that the applicable terms of this         
Indenture are inconsistent therewith.                                           

SECTION 4.11      Transactions with Affiliates.                                 

 (a)      The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, make any payment to, or     
sell, lease, transfer or otherwise dispose of any of its properties or assets   
to, or purchase any property or assets from, or enter into or make or amend any 
transaction, contract, agreement, understanding, loan, advance or guarantee     
with, or for the benefit of, any of its Affiliates (each, an "Affiliate         
Transaction"), unless:                                                          

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

 (2)      the Company delivers to the Trustee:

                           (A)      with respect to any Affiliate Transaction or
                series of related Affiliate Transactions involving aggregate
                consideration in excess of $5.0 million, a resolution of the
            Board of Directors set forth in an Officer's Certificate
                 certifying that such Affiliate Transaction complies with this
             Section 4.11 and that such Affiliate Transaction has been
         approved by a majority of the members of the Board of
        Directors having no personal stake in such Affiliate
Transaction; and                            

                           (B)      with respect to any Affiliate Transaction or
                series of related Affiliate Transactions involving aggregate
                  consideration in excess of $15.0 million, an opinion as to the
              fairness to the Company and its Restricted Subsidiaries of
             such Affiliate Transaction from a financial point of view
                 issued by an accounting, appraisal or investment banking firm
of national standing.                       

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

                 (1)      any Restricted Payment permitted to be made pursuant
to Section 4.07 and any Permitted Investment;                 

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

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

         (4)      any issuance of Equity Interests (other than
   Disqualified Stock), or other payments, awards or grants in cash,
Equity Interests (other than Disqualified Stock) or           

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    otherwise pursuant to, or the funding of, employment arrangements,
       employee stock options and employee stock ownership plans approved by
the Board of Directors;                                       

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

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

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

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

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

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

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

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

SECTION 4.12      Liens.                                                        

               (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind securing Indebtedness or trade payables on 
any asset now owned or hereafter acquired, except Permitted Liens.              

                 (b)      If the Company or any of its Restricted Subsidiaries
shall create, incur, assume or suffer to exist any such Lien not permitted by   
the provisions of Section 4.12(a), the Company and such Restricted Subsidiary   
(i) shall be deemed to have automatically and without further action secured the
Obligations under the Notes with such Lien equally and ratably with any and all 
other Indebtedness secured thereby as long as any such Indebtedness shall be so 
secured, and (ii) shall take or cause to be taken such actions as Holders deem  
necessary or advisable to evidence such equal and ratable Lien; provided that,  
notwithstanding the foregoing, this covenant shall not be construed as a consent
by Holders to the creation of any such Lien not permitted by the provisions of  
Section 4.12(a) and the creation or assumption of any such Lien not permitted by
the provisions of Section 4.12(a) shall constitute an Event of Default.         

SECTION 4.13      Business Activities.                                          

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

SECTION 4.14      Corporate Existence.                                          

    Subject to Article 5, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:                 

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

                  (2)      the material rights (charter and statutory), licenses
and franchises of the Company and its Restricted Subsidiaries;
       provided, however, that the Company shall not be required to preserve
    any such right, license or franchise, of the Company or any of its
         Restricted Subsidiaries, if the Board of Directors shall determine that
       the preservation thereof is no longer desirable in the conduct of the
     business of the Company and its Restricted Subsidiaries, taken as a
   whole, and that the loss thereof is not materially adverse to the
       Holders of the Notes or such action as is otherwise permitted by this
Indenture.                                                    

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SECTION 4.15      Offer to Repurchase Upon Change of Control.                   

         (a)      Subject to the Company's right to redeem the Notes pursuant to
Section 3.07, upon the occurrence of a Change of Control, the Company shall make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any  
part (in a minimum aggregate principal amount at Stated Maturity of $1,000 or an
integral multiple of $1,000) of such Holder's Notes at a purchase price in cash 
equal to 101% of the Accreted Value of the Notes repurchased plus accrued and   
unpaid interest on the Notes repurchased to the date of repurchase (the "Change 
of Control Payment"). Within 10 days following any Change of Control, if the    
Company has not sent a redemption notice pursuant to Section 3.03 for all of the
Notes, the Company shall mail a notice to each Holder describing the transaction
or transactions that constitute the Change of Control and stating:              

           (1)      that the Change of Control Offer is being made
   pursuant to this Section 4.15 and that all Notes tendered will be
accepted for payment;                                         

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

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

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

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

             (6)      that Holders shall be entitled to withdraw their
    election if the Paying Agent receives, not later than the close of
     business on the second Business Day preceding the Change of Control
   Payment Date, a telegram, telex, facsimile transmission or letter
     setting forth the name of the Holder; the principal amount of Notes
         delivered for purchase, and a statement that such Holder is withdrawing
his election to have the Notes purchased; and                 

                 (7)      that Holders whose Notes are being purchased only in
 part shall be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered, which unpurchased portion
     must be equal to $1,000 in principal amount or an integral multiple
thereof.                                                      

       (b)      The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder 
to the extent those laws and regulations are applicable in connection with the  
repurchase of the Notes as a result of a                                        

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Change in Control. To the extent that the provisions of any securities laws or  
regulations conflict with the provisions of Sections 3.09, 3.10 or 4.15, the    
Company shall comply with the applicable securities laws and regulations and    
shall not be deemed to have breached its obligations under Section 3.09, 3.10 or
this Section 4.15 by virtue of such conflict.                                   

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

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

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

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

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

       (d)      The Paying Agent shall promptly mail to each Holder of Notes
properly tendered the Change of Control Payment for such Notes, and the Trustee 
shall promptly authenticate and mail (or cause to be transferred by book entry) 
to each Holder a new Note equal in principal amount to any unpurchased portion  
of the Notes surrendered, if any; provided that each new Note shall be in a     
minimum aggregate principal amount of $1,000 or an integral multiple thereof. If
the Change of Control Payment Date is on or after an interest record date and on
or before the related Interest Payment Date, accrued and unpaid interest, if    
any, shall be paid to the Holder in whose name a note is registered at the close
of business on such record date, and no additional interest shall be payable to 
the holders who tender pursuant to the Change of Control Offer. The Company     
shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.                        

         (e)      Notwithstanding anything to the contrary in this Section 4.15,
the Company shall not be required to make a Change of Control Offer upon a      
Change of Control if a third party makes the Change of Control Offer in the     
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.15 and Section 3.09 and purchases all Notes validly tendered  
and not withdrawn under the Change of Control Offer.                            

SECTION 4.16      Payments for Consent.                                         

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the 
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture, the Notes or the 
Security Documents unless such consideration is offered to be paid and is paid  
to all Holders of the Notes that consent, waive or agree to amend in the time   
frame set forth in the solicitation documents relating to such consent, waiver  
or agreement.                                                                   

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SECTION 4.17      Additional Subsidiary Guarantees and Liens.                   

  If the Company or any of its Restricted Subsidiaries acquires or
creates another Domestic Subsidiary after the Issue Date, excluding any         
Subsidiary that has been properly designated as an Unrestricted Subsidiary in   
accordance with this Indenture for so long as it continues to constitute an     
Unrestricted Subsidiary, then that newly acquired or created Domestic Subsidiary
shall become a Guarantor and (a) execute a supplemental indenture and deliver an
Opinion of Counsel reasonably satisfactory to the Trustee within 10 Business    
Days of the date on which it was acquired or created, (b) if such Domestic      
Subsidiary grants any Lien upon any of its assets and property as security for  
any Credit Agreement Obligations, execute any and all further Security          
Documents, financing statements, agreements and instruments, upon substantially 
the same terms as the security documents in respect of such Credit Agreement    
Obligations, but subject to the Intercreditor Agreement, that grants the Trustee
a third-priority Lien upon such assets and property for the benefit of the      
Holders and take all such actions (including the filing and recording of        
financing statements, fixture filings, Mortgages and other documents) that may  
be required under any applicable law, or which the Trustee may reasonably       
request to create such third-priority Lien, all at the expense of the Company,  
including all reasonable fees and expenses of counsel incurred by the Trustee in
connection therewith, and (c) deliver to the Trustee an Opinion of Counsel,     
reasonably satisfactory to the Trustee, that such Subsidiary Guarantee and any  
such Security Documents, as the case may be, are valid, binding and enforceable 
obligations of such Subsidiary, subject to customary exceptions for bankruptcy, 
fraudulent conveyance and equitable principles.                                 

SECTION 4.18      Designation of Restricted and Unrestricted Subsidiaries.      

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

SECTION 4.19      Limitation on Sale and Leaseback Transactions.                

   The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any Sale/Leaseback Transaction; provided that the   
Company or any Restricted Subsidiary may enter into a Sale/Leaseback transaction
if:                                                                             

          (1)      the Company or that Restricted Subsidiary, as
        applicable, could have incurred Indebtedness in an amount equal to the
  Attributable Debt relating to such Sale/Leaseback Transaction in
compliance with Section 4.09;                                 

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           (2)      the gross cash proceeds of such Sale/Leaseback
         Transaction are at least equal to the fair market value (in the case of
      gross cash proceeds in excess of $5.0 million, as determined in good
       faith by the Board of Directors, and as so determined by the Board of
      Directors and set forth in an Officer's Certificate delivered to the
         Trustee in the case of gross cash proceeds in excess of $15.0 million),
         of the property that is the subject of such Sale/Leaseback Transaction;
and                                                           

          (3)      the transfer of assets in such Sale/Leaseback
      Transaction is permitted by, and the Company applies the proceeds of
such transaction in compliance with, Section 4.10.            

SECTION 4.20      Limitation on Performance Guarantees.                         

   The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or become obligated with    
respect to any Performance Guarantee other than Performance Guarantees which are
unsecured and which:                                                            

(1)      are in effect on the Issue Date;   

            (2)      replace, renew or extend Performance Guarantees
             permitted pursuant to clause (1) above;

           (3)      support Expansions of existing waste-to-energy
Projects;                 

            (4)      are required in connection with waste-to-energy
Projects undertaken by the Company or any of its Restricted   
 Subsidiaries after the Issue Date (i) with respect to which the
Company's or such Restricted Subsidiary's Investment therein  
constitutes a Permitted Investment or a Restricted Payment not
         prohibited by Section 4.07 or (ii) in which neither the Company nor any
of its Restricted Subsidiaries has any Investment; or         

           (5)      are entered into in connection with a Bankrupt
    Subsidiary ceasing to be a Bankrupt Subsidiary, for the purpose of
        replacing a Performance Guarantee relating to such Bankrupt Subsidiary
that was in effect immediately prior to the Issue Date but was
         terminated on the Issue Date, so long as no Persons enter into any such
       replacement Performance Guarantee as obligors other than the obligors
under the Performance Guaranty being so replaced.             

SECTION 4.21      Payment of Additional Interest                                

    The Company shall apply for and use reasonable business efforts to
obtain and maintain ratings of the Notes from both Moody's and S&P. If the Notes
have not been rated by either Moody's or S&P within 90 days after the Issue     
Date, the Company shall pay, as additional interest on the Notes, an amount     
equal to 0.25% of the principal amount of the Notes at maturity until a rating  
is obtained from one or both of Moody's or S&P. Such additional interest shall  
be computed in the same manner and shall be payable at the same times and to the
same Persons as other interest on the Notes. Any failure by the Company to      
obtain or maintain the ratings required by this Section 4.21 solely as a result 
of the inaction or refusal to act by any such rating                            

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agency that is beyond the control of the Company shall not constitute a breach  
of this Section 4.21 or require the payment of such additional interest. The    
Company shall give prompt written notice to the Trustee of the occurrence of any
event requiring the payment of additional interest pursuant to this Section     
4.21.                                                                           

ARTICLE 5.
SUCCESSORS

SECTION 5.01      Merger, Consolidation, or Sale of Assets.                     

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

                  (1)      either: (a) the Company is the surviving corporation;
    or (b) the Person formed by or surviving any such consolidation or
       merger (if other than the Company) or to which such sale, assignment,
     transfer, conveyance or other disposition has been made is a Person
         organized or existing under the laws of the United States, any state of
the United States or the District of Columbia;                

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

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

                 (4)      the Company or the Person formed by or surviving any
       such consolidation or merger (if other than the Company), or to which
      such sale, assignment, transfer, conveyance or other disposition has
         been made shall, on the date of such transaction after giving pro forma
      effect thereto and any related financing transactions as if the same
      had occurred at the beginning of the applicable four-quarter period,
     (i) be permitted to incur at least $1.00 of additional Indebtedness
         pursuant to the Consolidated Coverage Ratio test set forth in the first
    paragraph of Section 4.09(a) or (ii) (A) would have a Consolidated
    Coverage Ratio greater than the Consolidated Coverage Ratio of the
       Company immediately prior to such transaction and without taking into
         account such transaction and any related financing transactions and (B)
        has received and delivered to the Trustee letters from Moody's and S&P
         stating that the Notes, after giving effect to such transaction and any
        related financing transactions, will be rated at least "Ba1" and "BB+"
by such agencies, respectively; and                           

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

      (b)      In addition, the Company shall not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more      
related transactions, to any other Person. This Section 5.01 will not prohibit  
(i) any sale, assignment, transfer, conveyance or other disposition of assets   
between or among the Company and any Guarantor, (ii) any Restricted Subsidiary  
from consolidating with, merging into or transferring all or part of its assets 
to the Company or any Guarantor, or (iii) the Company from merging with an      
Affiliate incorporated solely for the purpose of reincorporating the Company in 
another jurisdiction to realize tax or other benefits.                          

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

SECTION 5.02      Successor Corporation Substituted.                            

      Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the  
provisions of, Section 5.01, the successor corporation formed by such           
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall      
succeed to, and be substituted for (so that from and after the date of such     
consolidation, merger, sale, lease, conveyance or other disposition, the        
provisions of this Indenture referring to the "Company" shall refer instead to  
the successor corporation and not to the Company), and may exercise every right 
and power of the Company under this Indenture with the same effect as if such   
successor Person had been named as the Company herein; provided, however, that  
the predecessor Company shall not be relieved from the obligation to pay the    
principal or Accreted Value of, and interest and premium, if any, on, the Notes 
except in the case of a sale of all of the Company's assets in a transaction    
that is subject to, and that complies with the provisions of, Section 5.01.     

ARTICLE 6.
 DEFAULTS AND REMEDIES

SECTION 6.01      Events of Default.                                            

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

                (1)      the Company defaults for 30 consecutive days in the
payment when due of interest on the Notes;                    

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            (2)      the Company defaults in payment when due of the
   principal or Accreted Value of, or premium, if any, on the Notes;

            (3)      failure by the Company or any of its Restricted
   Subsidiaries to comply with its obligations to make any Change of
Control Payment pursuant to Section 4.15 or to comply with the
provisions of Section 5.01;                                   

            (4)      failure by the Company or any of its Restricted
   Subsidiaries for 30 days after written notice from the Trustee or
Holders of at least 25% in aggregate principal amount of the  
    outstanding Notes to comply with the provisions of any of Sections
4.07, 4.09 or 4.10;                                           

            (5)      failure by the Company or any of its Restricted
   Subsidiaries for 60 days after written notice from the Trustee or
Holders of at least 25% in aggregate principal amount of the  
      outstanding Notes to comply with any of the other agreements in this
Indenture or the Security Documents;                          

                (6)      default under any mortgage, indenture, agreement or
     instrument under which there may be issued or by which there may be
    secured or evidenced any Indebtedness of the Company or any of its
     Restricted Subsidiaries whether such Indebtedness now exists, or is
created after the Issue Date, if that default:                

                         (A)      is caused by a failure to pay principal of
               or liquidation preference of such Indebtedness at the final
                  stated maturity thereof (giving effect to any applicable grace
periods and any extensions thereof); or     

                  (B)      results in the acceleration of such
  Indebtedness prior to its express maturity; or

                           (C)      results in a requirement that the Company or
                  any of its Restricted Subsidiaries collateralize any letter of
        credit thereunder and the Company or such Restricted
              Subsidiary fails to provide the required collateral on the
                  terms and within the times set forth therein (giving effect to
             any applicable grace periods and any extensions thereof);

        and, in each case, if the principal amount of such Indebtedness or the
       amount of such collateralization requirement aggregates $20.0 million
or more;                                                      

               (7)      any final judgment or judgments for the payment of
         money in an aggregate amount in excess of $10.0 million (or its foreign
 currency equivalent at the time) in excess of amounts which the
  Company's insurance carriers have agreed to pay under applicable
         policies shall have been rendered against the Company or any Restricted
      Subsidiary of the Company that is a Significant Subsidiary and shall
         not have been waived, satisfied, bonded or discharged for any period of
  60 consecutive days during which a stay of enforcement is not in
effect;                                                       

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            (8)      the Company or any Restricted Subsidiary of the
  Company (other than a Bankrupt Subsidiary) that is a Significant
     Subsidiary or any group of Restricted Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary, pursuant to or within
the meaning of any Bankruptcy Law:                            

          (A)      commences a voluntary case;

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

                       (C)      consents to the appointment of or taking
             possession by a custodian, receiver, liquidator, trustee,
                  assignee or sequestrator of it or for all or substantially all
of its property; or                         

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

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

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

                          (B)      appoints a custodian, receiver, liquidator,
           trustee, assignee or sequestrator of the Company or any
               Restricted Subsidiary of the Company (other than a Bankrupt
              Subsidiary) that is a Significant Subsidiary or for all or
           substantially all of the property of the Company or any
              Restricted Subsidiary of the Company that is a Significant
          Subsidiary or, in either case, any group of Restricted
             Subsidiaries of the Company that, taken as a whole, would
constitute a Significant Subsidiary; or     

                           (C)      orders the liquidation of the Company or any
               Restricted Subsidiary of the Company (other than a Bankrupt
                Subsidiary) that is a Significant Subsidiary or any group of
                  Restricted Subsidiaries of the Company that, taken as a whole,
would constitute a Significant Subsidiary;  

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

                           (10)     (A) any Subsidiary Guarantee or any Security
                Document or any security interest granted thereby is held in
              any judicial proceeding to be unenforceable or invalid, or
                 ceases for any reason to be in full force and effect and such
               default continues for ten days after written notice, or (B)
                the Company or any Guarantor, or any Person acting on behalf
             of the Company or any Guarantor, denies or disaffirms its
          obligations under any Subsidiary Guarantee or Security
Document.                                   

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SECTION 6.02      Acceleration.                                                 

         (a)      In the case of an Event of Default specified in clauses (8) or
(9) of Section 6.01, all outstanding Notes will become due and payable          
immediately without further action or notice. If any other Event of Default     
occurs and is continuing, the Trustee or the Holders of at least 25% in         
principal amount at Stated Maturity of the then outstanding Notes may declare   
all the Notes to be due and payable immediately. Upon any such declaration the  
Notes shall become due and payable immediately. The amount due and payable with 
respect to principal of the Notes upon any acceleration hereunder shall be the  
Accreted Value of the Notes as of the date of acceleration.                     

     (b)      In the event of a declaration of acceleration of the Notes
because an Event of Default has occurred and is continuing as a result of the   
acceleration of any Indebtedness described in clause (6) of Section 6.01, the   
declaration of acceleration of the Notes shall be automatically annulled if the 
holders of any Indebtedness described in clause (6) of Section 6.01 have        
rescinded the declaration of acceleration in respect of the Indebtedness within 
30 days of the date of the declaration and if:                                  

                 (1)      the annulment of the acceleration of Notes would not
conflict with any judgment or decree of a court of competent  
jurisdiction; and                                             

                 (2)      all existing Events of Default, except nonpayment of
      principal or interest on the Notes that became due solely because of
the acceleration of the Notes, have been cured or waived.     

             (c)      The Holders of a majority in aggregate principal
amount at Stated Maturity of the then outstanding Notes by written notice to the
Trustee may on behalf of all of the Holders rescind an acceleration and its     
consequences if the rescission would not conflict with any judgment or decree   
and if all existing Events of Default (except nonpayment of principal, interest 
or premium that has become due solely because of the acceleration) have been    
cured or waived.                                                                

           (d)      If an Event of Default occurs by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would    
have had to pay if the Company then had elected to redeem the Notes pursuant to 
Section 3.07, then, upon acceleration of the Notes, an equivalent premium, based
upon the Accreted Value of the Notes as of the date of acceleration, shall also 
become and be immediately due and payable, to the extent permitted by law,      
anything in this Indenture or in the Notes to the contrary notwithstanding.     

SECTION 6.03      Other Remedies.                                               

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal or Accreted Value of   
and premium, if any, and interest on the Notes or to enforce the performance of 
any provision of the Notes or this Indenture. The Trustee may maintain a        
proceeding even if it does not possess any of the Notes or does not produce any 
of them in the proceeding. A delay or omission by the Trustee or any Holder of a
Note in exercising any right or remedy accruing upon an Event of Default shall  
not                                                                             

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impair the right or remedy or constitute a waiver of or acquiescence in the     
Event of Default. No remedy is exclusive of any other remedy. All remedies are  
cumulative to the extent permitted by law.                                      

SECTION 6.04      Waiver of Past Defaults.                                      

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

SECTION 6.05      Control by Majority.                                          

        Holders of a majority in aggregate principal amount at Stated Maturity
of the then outstanding Notes may direct the time, method and place of          
conducting any proceeding for exercising any remedy available to the Trustee or 
exercising any trust or power conferred on it. However, the Trustee may refuse  
to follow any direction that conflicts with law, this Indenture or the Security 
Documents that the Trustee determines may be unduly prejudicial to the rights of
other Holders of Notes or that may involve the Trustee in personal liability and
may take any other action it deems proper that is not inconsistent with such    
direction.                                                                      

SECTION 6.06      Limitation on Suits.                                          

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

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

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

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

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

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                (5)      during such 60-day period the Holders of a majority
   in principal amount of the then outstanding Notes do not give the
Trustee a direction inconsistent with the request.            

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

SECTION 6.07      Rights of Holders of Notes to Receive Payment.                

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

SECTION 6.08      Collection Suit by Trustee.                                   

       If an Event of Default specified in Section 6.01(1) or (2) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of      
principal or Accreted Value of, premium, if any, and interest remaining unpaid  
on the Notes and interest on overdue principal and, to the extent lawful,       
interest and such further amount as shall be sufficient to cover the costs and  
expenses of collection, including the reasonable compensation, expenses,        
disbursements and advances of the Trustee, its agents and counsel.              

SECTION 6.09      Trustee May File Proofs of Claim.                             

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,         
disbursements and advances of the Trustee, its agents and counsel) and the      
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall  
be entitled and empowered to collect, receive and distribute any money or other 
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of   
such payments directly to the Holders, to pay to the Trustee any amount due to  
it for the reasonable compensation, expenses, disbursements and advances of the 
Trustee, its agents and counsel, and any other amounts due the Trustee under    
Section 7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 out of the estate in any such        
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,   
money, securities and other properties that the Holders may be entitled to      
receive in such proceeding whether in liquidation or under any plan of          
reorganization or arrangement or otherwise. Nothing herein contained shall be   
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement,                   

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adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such 
proceeding.                                                                     

SECTION 6.10      Priorities.                                                   

        (a)      If the Trustee collects any money pursuant to this Article 6,
it shall pay out the money in the following order:                              

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

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

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

         (b)      The Trustee may, upon prior written notice to the Company, fix
a record date and payment date for any payment to Holders of Notes pursuant to  
this Section 6.10.                                                              

SECTION 6.11      Undertaking for Costs.                                        

   In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee or any Collateral Agent for any    
action taken or omitted by it as Trustee or as Collateral Agent, a court in its 
discretion may require the filing by any party litigant in the suit of an       
undertaking to pay the costs of the suit, and the court in its discretion may   
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the     
claims or defenses made by the party litigant. This Section 6.11 does not apply 
to a suit by the Trustee or by any Collateral Agent, a suit by a Holder of a    
Note pursuant to Section 6.07, or a suit by Holders of more than 25% in         
principal amount of the then outstanding Notes.                                 

ARTICLE 7.
 TRUSTEE

SECTION 7.01      Duties of Trustee.                                            

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

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

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

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

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

                  (1)      this paragraph does not limit the effect of paragraph
(b) of this Section 7.01;                                     

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

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

                (d)      Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
the provisions of this Article 7.                                               

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

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

SECTION 7.02      Rights of Trustee.                                            

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

                (b)      Before the Trustee acts or refrains from acting, it
may require an Officer's Certificate or an Opinion of Counsel or both. The      
Trustee shall not be liable for any action it takes or omits to take in good    
faith in reliance on such Officer's Certificate or Opinion of Counsel. The      
Trustee may consult with counsel and the advice of such counsel or any Opinion  

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of Counsel shall be full and complete authorization and protection from       
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.                                             

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

              (d)      The Trustee shall not be liable for any action it
reasonably takes or omits to take in good faith that it believes to be          
authorized or within the rights or powers conferred upon it by this Indenture,  
provided, however, that the Trustee's conduct does not constitute willful       
misconduct or negligence.                                                       

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

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

SECTION 7.03      Individual Rights of Trustee.                                 

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

SECTION 7.04      Trustee's Disclaimer.                                         

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

         The Trustee shall not be responsible for and makes no representation as
to the value or condition of the Collateral or any part thereof, or as to the   
title of the Company thereto, or as to the security afforded thereby or hereby, 
or as to the validity or genuineness of any Collateral pledged and deposited    
with the Trustee. The Trustee makes no representation with respect to the       
effectiveness or adequacy of the Security Documents, or the validity or         
perfection of Liens granted under this Indenture or the Security Documents. The 
Trustee shall not be responsible for independently ascertaining or maintaining  
such validity or perfection, if any and shall be fully protected in relying upon
certificates and opinions delivered to it in accordance with the terms of this  
Indenture or the Security Documents.                                            

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SECTION 7.05      Notice of Defaults.                                           

   If a Default or Event of Default occurs and is continuing and the
Trustee receives actual notice of such event, the Trustee shall mail to the     
Holders of the Notes, as their names and addresses appear on the Noteholder list
described in Section 2.05, a notice of the Default or Event of Default within 90
days after it occurs. Except in the case of a Default or Event of Default in    
payment of principal of, premium or interest on any Note, the Trustee may       
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the    
Holders of the Notes.                                                           

SECTION 7.06      Reports by Trustee to Holders.                                

       (a)      Within 60 days after each May 15 beginning May 15, 2005, and
for so long as Notes remain outstanding, the Trustee shall mail to the Holders  
of the Notes a brief report dated as of such reporting date that complies with  
TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be        
transmitted). The Trustee also will comply with TIA Section 313(b)(2). The      
Trustee shall also transmit by mail all reports as required by TIA Section      
313(c).                                                                         

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

SECTION 7.07      Compensation and Indemnity.                                   

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

         (b)      The Company and each Guarantor shall indemnify the Trustee and
any Collateral Agent, and hold them harmless, against any and all losses,       
liabilities or expenses incurred by them arising out of or in connection with   
the acceptance or administration of their duties under this Indenture, including
the reasonable costs and expenses of enforcing this Indenture against the       
Company and the Guarantors (including this Section 7.07) and defending          
themselves against any claim (whether asserted by the Company, the Guarantors or
any Holder or any other Person) or liability in connection with the exercise or 
performance of any of their powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to their negligence or bad  
faith. The Trustee (or, if the claim is against a Collateral Agent, the         
applicable Collateral Agent) shall notify the Company promptly of any claim for 
which it may seek indemnity. Failure by the Trustee or a Collateral Agent to so 
notify the Company shall not relieve the Company or any of the Guarantors of    
their obligations hereunder. The Company or                                     

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such Guarantor shall defend the claim and the Trustee (or the Collateral Agent, 
as applicable) shall cooperate in the defense. The Trustee may have separate    
counsel and the Company shall pay the reasonable fees and expenses of such      
counsel. Neither the Company nor any Guarantor need pay for any settlement made 
without its consent, which consent shall not be unreasonably withheld.          

       (c)      The obligations of the Company and the Guarantors under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture,    
resignation or removal of any Trustee and the discharge of the Company's        
obligations pursuant to Article 8 hereof.                                       

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

        (e)      When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(8) or (9) occurs, the expenses and   
the compensation for the services (including the fees and expenses of its agents
and counsel) shall be preferred over the status of the Holders in a proceeding  
under any Bankruptcy Law, and are intended to constitute expenses of            
administration under any Bankruptcy Law.                                        

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

SECTION 7.08      Replacement of Trustee.                                       

       (a)      A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's      
acceptance of appointment as provided in this Section 7.08.                     

     (b)      The Trustee may resign, upon 30 days written notice to the
Company, in writing at any time and be discharged from the trust hereby created 
by so notifying the Company. The Holders of a majority in principal amount of   
the then outstanding Notes may remove the Trustee by so notifying the Trustee   
and the Company in writing. The Company may remove the Trustee if:              

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

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

              (3)      a custodian or public officer takes charge of the
Trustee or its property; or                                   

     (4)      the Trustee becomes incapable of acting.

         (c)      If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a      
successor Trustee. Within one year after                                        

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the successor Trustee takes office, the Holders of a majority in principal      
amount of the then outstanding Notes may appoint a successor Trustee to replace 
the successor Trustee appointed by the Company.                                 

     (d)      If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the     
Company, or the Holders of at least 25% in principal amount of the then         
outstanding Notes may petition any court of competent jurisdiction for the      
appointment of a successor Trustee.                                             

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

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

SECTION 7.09      Successor Trustee by Merger, etc.                             

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

SECTION 7.10      Eligibility; Disqualification.                                

    (a)      There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of 
America or of any state thereof that is authorized under such laws to exercise  
corporate trustee power, that is subject to supervision or examination by       
federal or state authorities and that has a combined capital and surplus of at  
least $100 million as set forth in its most recent published annual report of   
condition.                                                                      

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

SECTION 7.11      Preferential Collection of Claims Against Company.            

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

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ARTICLE 8.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.     

         The Company may, at the option of the Board of Directors evidenced by a
resolution set forth in an Officer's Certificate, at any time, elect to have    
either Section 8.02 or 8.03 be applied to all outstanding Notes (including the  
Subsidiary Guarantees) upon compliance with the conditions set forth below in   
this Article 8.                                                                 

SECTION 8.02      Legal Defeasance and Discharge.                               

       (a)      Upon the Company's exercise under Section 8.01 of the option
applicable to this Section 8.02 and subject to the satisfaction of the          
conditions set forth in Section 8.04, the Subsidiary Guarantees shall be        
released and the Company and each of the Guarantors shall be deemed to have been
discharged from their obligations with respect to all outstanding Notes         
(including the Subsidiary Guarantees) on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal        
Defeasance means that the Company and the Guarantors will be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes     
(including the Subsidiary Guarantees), which shall thereafter be deemed to be   
"outstanding" only for the purposes of Section 8.05 and the other Sections of   
this Indenture referred to in clauses (1) and (2) below, and to have satisfied  
all their other obligations under such Notes, the Subsidiary Guarantees and this
Indenture (and the Trustee, on demand of and at the expense of the Company,     
shall execute proper instruments acknowledging the same), except for the        
following provisions which shall survive until otherwise terminated or          
discharged hereunder:                                                           

                  (1)      the rights of Holders of outstanding Notes to receive
     payments in respect of the principal of, or interest or premium, if
       any, on such Notes when such payments are due from the trust referred
to in Section 8.04;                                           

                 (2)      the Company's obligations with respect to such Notes
under Article 2 and Section 4.02;                             

                 (3)      the rights, powers, trusts, duties and immunities of
         the Trustee hereunder and the Company's and the Guarantors' obligations
in connection therewith; and                                  

(4)      this Article 8.                    

     (b)      Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise  
of its option under Section 8.03. SECTION 8.03 Covenant Defeasance.             

         Upon the Company's exercise under Section 8.01 of the option applicable
to this Section 8.03, the Company and its Restricted Subsidiaries shall, subject
to the satisfaction of the conditions set forth in Section 8.04, be released    
from each of their obligations under the                                        

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covenants contained in Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 
4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and 4.21 and clause (4) of Section 5.01(a)   
and the first sentence of Section 5.01(b) with respect to the outstanding Notes 
on and after the date the conditions set forth in Section 8.04 are satisfied    
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed  
not "outstanding" for the purposes of any direction, waiver, consent or         
declaration or act of Holders (and the consequences of any thereof) in          
connection with such covenants, but shall continue to be deemed "outstanding"   
for all other purposes hereunder (it being understood that such Notes shall not 
be deemed outstanding for accounting purposes). For this purpose, Covenant      
Defeasance means that, with respect to the outstanding Notes and Subsidiary     
Guarantees, the Company and the Guarantors may omit to comply with and shall    
have no liability in respect of any term, condition or limitation set forth in  
any such covenant, whether directly or indirectly, by reason of any reference   
elsewhere herein to any such covenant or by reason of any reference in any such 
covenant to any other provision herein or in any other document and such        
omission to comply shall not constitute a Default or an Event of Default under  
Section 6.01, but, except as specified above, the remainder of this Indenture   
and such Notes and Subsidiary Guarantees shall be unaffected thereby. In        
addition, upon the Company's exercise under Section 8.01 of the option          
applicable to this Section 8.03, subject to the satisfaction of the conditions  
set forth in Section 8.04, Sections 6.01(3) through 6.01(6) will not constitute 
Events of Default.                                                              

SECTION 8.04      Conditions to Legal or Covenant Defeasance.                   

   (a)      In order to exercise either Legal Defeasance or Covenant
Defeasance under either Section 8.02 or 8.03:                                   

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

               (2)      in the case of an election under Section 8.02, the
         Company must deliver to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that:  

                          (A)      the Company has received from, or there has
                been published by, the Internal Revenue Service a ruling; or

                     (B)      since the Issue Date, there has been a
    change in the applicable federal income tax law,

             in either case to the effect that, and based thereon such
             Opinion of Counsel shall confirm that, the Holders of the
                 outstanding Notes will not recognize income, gain or loss for
         federal income tax purposes as a result of such Legal
Defeasance and                              

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                 will be subject to federal income tax on the same amounts, in
                the same manner and at the same times as would have been the
   case if such Legal Defeasance had not occurred;

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

               (4)      no Default or Event of Default shall have occurred
        and be continuing on the date of such deposit (other than a Default or
         Event of Default resulting from the borrowing of funds to be applied to
such deposit);                                                

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

                 (6)      the Company must deliver to the Trustee an Officer's
       Certificate stating that the deposit was not made by the Company with
        the intent of preferring the Holders of Notes over the other creditors
     of the Company with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company or others; and  

                 (7)      the Company must deliver to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
   precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.                  

         (b)      Notwithstanding the foregoing, the Opinion of Counsel required
by clause (7) of Section 8.04(a) need not be delivered if all Notes not         
therefore delivered to the Trustee for cancellation (i) have become due and     
payable or (ii) will become due and payable on their maturity date within one   
year under arrangements satisfactory to the Trustee for the giving of notice of 
assumption by the Trustee in the name, and at the expense, of the Company.      

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

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

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

      (c)      Notwithstanding anything in this Article 8 to the contrary,
the Trustee shall deliver or pay to the Company from time to time upon the      
request of the Company any money or non-callable Government Securities held by  
it as provided in Section 8.04 which, in the opinion of a nationally recognized 
firm of independent public accountants expressed in a written certification     
thereof delivered to the Trustee (which may be the opinion delivered under      
Section 8.04(a)), are in excess of the amount thereof that would then be        
required to be deposited to effect an equivalent Legal Defeasance or Covenant   
Defeasance.                                                                     

SECTION 8.06      Repayment to Company.                                         

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

SECTION 8.07      Reinstatement.                                                

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

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ARTICLE 9.
AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01      Without Consent of Holders of Notes.                          

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

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

                  (2)      to provide for uncertificated Notes in addition to or
in place of certificated Notes;                               

           (3)      to provide for the assumption of the Company's
obligations to Holders of Notes in the case of a merger or    
    consolidation or sale of all or substantially all of the Company's
assets;                                                       

                 (4)      to make any change that would provide any additional
        rights or benefits to the Holders of Notes or that would not adversely
  affect the legal rights under this Indenture of any such Holder;

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

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

             (7)      if necessary, in connection with any addition or
      release of Collateral permitted under the terms of this Indenture or
the Security Documents.                                       

         (b)      Upon the request of the Company accompanied by a resolution of
the Board of Directors authorizing the execution of any such amended or         
supplemental Indenture, and upon receipt by the Trustee of the documents        
described in Section 7.02, the Trustee shall join with the Company and the      
Guarantors in the execution of any amended or supplemental Indenture authorized 
or permitted by the terms of this Indenture and to make any further appropriate 
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that      
affects its own rights, duties or immunities under this Indenture or otherwise. 

         (c)      The Company shall be entitled to releases of the Collateral or
the Subsidiary Guarantees as described in Sections 10.03, 11.05 and 11.06.      

SECTION 9.02      With Consent of Holders of Notes.                             

      (a)      Except as provided below in this Section 9.02, the Company,
the Guarantors and the Trustee may amend or supplement any provision of this    
Indenture, the Subsidiary Guarantees, the Notes or the Security Documents with  
the consent of the Holders of at least a                                        

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majority in principal amount of the Notes then outstanding voting as a single   
class (including, without limitation, consents obtained in connection with a    
purchase of or a tender offer or exchange offer for the Notes), and, subject to 
Sections 6.04 and 6.07, any existing Default or compliance with any provision of
this Indenture, the Notes or the Security Documents may be waived with the      
consent of the Holders of a majority in principal amount of the then outstanding
Notes voting as a single class (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes). Section 2.08    
shall determine which Notes are considered to be "outstanding" for purposes of  
this Section 9.02.                                                              

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

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

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

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

                (2)      reduce the principal or Accreted Value of or change
         the stated maturity of any Note or alter or waive any of the provisions
with respect to the redemption or repurchase of the Notes;    

                 (3)      reduce the rate of or change the time for payment of
interest, including default interest, on any Note;            

                  (4)      waive a Default or Event of Default in the payment of
    principal or Accreted Value of or premium or interest on the Notes
       (except a rescission of acceleration of the Notes by the Holders of a
majority in aggregate principal amount of                     

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     the then outstanding Notes and a waiver of the payment default that
resulted from such acceleration);                             

                  (5)      make any Note payable in money other than that stated
in this Indenture;                                            

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

                (7)      waive a redemption payment with respect to any Note
other than a payment required by Sections 3.09, 4.10 and 4.15;

             (8)      subordinate in right of payment the Notes or any
      Subsidiary Guarantee to any other Indebtedness of the Company or any
Guarantor; or                                                 

                  (9)      make any change in the preceding amendment and waiver
provisions;                                                   

 (e)      Any amendment to, or waiver of, the provisions of this
Indenture or the Security Documents relating to the release of any Guarantor    
from any of its Obligations under its Subsidiary Guarantee, this Indenture or   
the Security Documents, except in accordance with the terms of this Indenture,  
shall require the consent of the Holders of at least 75% in aggregate principal 
amount of Notes then outstanding.                                               

SECTION 9.03      Compliance with Trust Indenture Act.                          

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

SECTION 9.04      Revocation and Effect of Consents.                            

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

SECTION 9.05      Notation on or Exchange of Notes.                             

   The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in       
exchange for all Notes may issue and the Trustee shall, upon receipt of an      
Authentication Order, authenticate new Notes that reflect the amendment,        
supplement or waiver. Failure to make the appropriate notation or issue a new   
Note will not affect the validity and effect of such amendment, supplement or   
waiver.                                                                         

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SECTION 9.06      Trustee to Sign Amendments, etc.                              

       The Trustee shall sign any amended or supplemental Indenture or other
amendment authorized pursuant to this Article 9 if the amendment or supplement  
does not adversely affect the rights, duties, liabilities or immunities of the  
Trustee. The Company may not sign an amended or supplemental Indenture or other 
amendment until the Board of Directors approves it. In executing any amended or 
supplemental indenture or other amendment, the Trustee shall be entitled to     
receive and (subject to Section 7.01) shall be fully protected in relying upon, 
in addition to the documents required by Section 13.04, an Officer's Certificate
and an Opinion of Counsel stating that the execution of such amended or         
supplemental Indenture or other amendment is authorized or permitted by this    
Indenture.                                                                      

ARTICLE 10. 
 COLLATERAL AND SECURITY

SECTION 10.01     Security Documents.                                           

         The due and punctual payment of the principal and Accreted Value of and
interest and premium (if any) on the Notes when and as the same shall be due and
payable, whether on an Interest Payment Date, at maturity, by acceleration,     
repurchase, redemption or otherwise, and interest on the overdue principal or   
Accreted Value of and interest on the Notes and performance of all other        
obligations of the Company to the Holders or the Trustee under this Indenture   
and the Notes, according to the terms hereunder or thereunder, are secured as   
provided in the Security Documents which the Company and certain of the         
Guarantors have entered into simultaneously with the execution of this          
Indenture, subject to the terms of the Intercreditor Agreement. Each Holder of a
Note, by its acceptance thereof, consents and agrees to the terms of this       
Indenture and the Security Documents (including the provisions providing for    
foreclosure and release of Collateral) as the same may be in effect or may be   
amended from time to time in accordance with its terms or the terms hereof and  
authorizes and directs the Collateral Agent to enter into the Security Documents
and to perform its obligations and exercise its rights thereunder in accordance 
therewith. The Company shall deliver to the Trustee (if it is not itself then   
the Collateral Agent) copies of all documents delivered to the Collateral Agent 
pursuant to the Security Documents, and shall do or cause to be done all such   
acts and things as may be required by the next sentence of this Section 10.01,  
to assure and confirm to the Trustee and the Collateral Agent the security      
interest in the Collateral contemplated hereby, by the Security Documents or any
part thereof, as from time to time constituted, so as to render the same        
available for the security and benefit of this Indenture and of the Notes       
secured hereby, according to the intent and purposes herein expressed. The      
Company shall take, and shall cause its Restricted Subsidiaries to take, any and
all actions reasonably required to cause the Security Documents to create and   
maintain, as security for the Obligations of the Company and the Guarantors     
hereunder, a valid and enforceable perfected Lien and security interest in and  
on 100% of the capital stock of, or other Equity Interests in, existing and     
future Domestic Subsidiaries owned by the Company and its Restricted            
Subsidiaries, substantially all the personal property assets of the Company and 
the Guarantors party to the Security Documents, all fee interests in real       
property assets and all leasehold interests, in favor of the Collateral Agent   
for the benefit of the Holders, junior in priority (subject to Permitted Liens) 
to Liens securing Credit Agreement Obligations.                                 

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SECTION 10.02     Recording and Opinions.                                       

    (a)      The Company shall furnish to the Collateral Agent and the
Trustee on January 15 in each year beginning with January 15, 2005, an Opinion  
of Counsel, which may be rendered by internal counsel to the Company, dated as  
of such date, either:                                                           

              (1)      (A) stating that, in the opinion of such counsel,
   action has been taken with respect to the recording, registering,
        filing, re-recording, re-registering and re-filing of all supplemental
    indentures, financing statements, continuation statements or other
  instruments of further assurance as is necessary to maintain and
         perfect the Lien of the Security Documents and reciting with respect to
        the security interests in the Collateral the details of such action or
         referring to prior Opinions of Counsel in which such details are given,
         and (B) stating that, in the opinion of such counsel, based on relevant
         laws as in effect on the date of such Opinion of Counsel, all financing
     statements and continuation statements have been executed and filed
        that are necessary as of such date and during the succeeding 12 months
       fully to preserve, perfect and protect, to the extent such protection
       and preservation are possible by filing, the rights of the Collateral
       Agent and the Trustee hereunder and under the Security Documents with
respect to the security interests in the Collateral; or       

                  (2)      stating that, in the opinion of such counsel, no such
       action is necessary to maintain and perfect such Lien and assignment.

        (b)      The Company shall otherwise comply with the provisions of TIA
Section 314(b).                                                                 

SECTION 10.03     Release of Collateral/Additional Liens.                       

         (a)      Subject to subsections (b), (c) and (d) of this Section 10.03,
Collateral may be released from the Lien and security interest created by the   
Security Documents at any time or from time to time in accordance with the      
provisions of the Security Documents or as provided hereby. Whether prior to or 
after the Discharge of Credit Agreement Obligations, upon the request of the    
Company pursuant to an Officer's Certificate certifying that all conditions     
precedent hereunder have been met and without the consent of any Holder, the    
Company and the Guarantors party to the Security Documents shall be entitled to 
a release (or in the case of clause (3) below, a subordination) of the security 
interests on assets included in the Collateral from the Liens securing the Notes
and the Subsidiary Guarantees under any one or more of the following            
circumstances:                                                                  

                 (1)      to enable the Company or any Guarantor to consummate
   any sale, lease, conveyance or other disposition of any assets or
rights permitted or not prohibited under Section 4.10;        

                 (2)      in respect of assets subject to a permitted purchase
money lien;                                                   

                 (3)      if all of the stock of any Subsidiary of the Company
 that is pledged as part of the Collateral is released or if any
Subsidiary that is a Guarantor is released from its Subsidiary
Guarantee, such Subsidiary's assets will also be released; or 

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              (4)      pursuant to an amendment, waiver or supplement in
accordance with Article 9;                                    

provided that, in the case of a release requested under clauses (1), (2) or (3),
above, or a subordination under clause (2) above, the Credit Agent concurrently 
releases (or in the case of a requested subordination under clause (2) above,   
subordinates) the Liens securing Credit Agreement Obligations with respect to   
the affected assets; provided further, that if there are any subordinated Liens 
on such assets, such subordinated Liens are similarly released or subordinated. 

        Upon receipt of such Officer's Certificate, the Collateral Agent shall
execute, deliver or acknowledge any necessary or proper instruments of          
termination, satisfaction or release to evidence the release (or in the case of 
clause (2) above, the subordination) of any Collateral permitted to be released 
(or in the case of clause (2) above, subordinated) pursuant to this Indenture or
the Security Documents.                                                         

         Notwithstanding anything to the contrary in this Section 10.03(a) or in
Section 10.03(b), as long as the Company is in compliance with the provisions of
Section 10.03(f), the Company or any Guarantor may, pursuant to and in          
accordance with this Indenture and the Security Documents, without requesting   
the release or consent of the Trustee or the Collateral Agent or any Holder and 
without delivering an Officer's Certificate:                                    

         (A)      sell or dispose of in the ordinary course of
   business, free from the Lien and security interest created by the
     Security Documents, any machinery, equipment, furniture, apparatus,
  tools, implements, materials, supplies or other similar property
      ("Subject Property") which, in the Company's reasonable opinion, may
         have become obsolete or unfit for use in the conduct of its business or
  the operation of the Collateral upon replacing the same with, or
         substituting for the same, new Subject Property constituting Collateral
         not necessarily of the same character but being of at least equal value
         and utility as the Subject Property so disposed of, as long as such new
    Subject Property becomes subject to the Lien and security interest
created by the Security Documents;                            

                  (B)      abandon, sell, assign, transfer, license or otherwise
         dispose of in the ordinary course of business any personal property the
        use of which is no longer necessary or desirable in the proper conduct
       of the business or maintenance of the earnings of the Company and its
       Subsidiaries, taken as a whole, and is not material to the conduct of
     the business of the Company and its Subsidiaries, taken as a whole;

     (C)      grant in the ordinary course of business
        rights-of-way and easements over or in respect of any of the Company's
       or any Guarantor's real property; provided that such grant shall not,
 in the reasonable opinion of the Board of Directors, impair the
     usefulness of such property in the conduct of the Company's and its
       Subsidiaries' business, taken as a whole, and shall not be materially
prejudicial to the interests of the Holders;                  

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                (D)      sell, transfer or otherwise dispose of inventory in
the ordinary course of business;                              

                  (E)      sell, collect, liquidate, factor or otherwise dispose
of accounts receivable in the ordinary course of business; and

            (F)      make cash payments (including for the scheduled
      repayment of Indebtedness) from cash that is at any time part of the
      Collateral in the ordinary course of business that are not otherwise
prohibited by this Indenture and the Security Documents.      

        (b)      Except as may be otherwise provided in the Security Documents
or in this Section 10.03, no Collateral may be released from the Lien and       
security interest created by the Security Documents pursuant to the provisions  
of the Security Documents unless the Officer's Certificate required by this     
Section 10.03 has been delivered to the Collateral Agent.                       

      (c)      At any time when a Default or Event of Default has occurred
and is continuing and the maturity of the Notes has been accelerated (whether by
declaration or otherwise) and the Trustee has delivered a notice of acceleration
to the Collateral Agent, no release of Collateral pursuant to the provisions of 
the Security Documents shall be effective as against the Holders, except as     
otherwise provided in the Security Documents.                                   

         (d)      The release of any Collateral from the terms of this Indenture
and the Security Documents shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the    
Collateral is released pursuant to the terms of the Security Documents and this 
Indenture. To the extent applicable, the Company and the Guarantors shall cause 
TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the
release of property or securities from the Lien and security interest of the    
Security Documents and relating to the substitution therefor of any property or 
securities to be subjected to the Lien and security interest of the Security    
Documents, to be complied with. Any certificate or opinion required by TIA      
Section 314(d) may be made by an Officer of the Company or the Guarantors except
in cases where TIA Section 314(d) requires that such certificate or opinion be  
made by an independent Person, which Person shall be an independent engineer,   
appraiser or other expert selected or approved by the Trustee and the Collateral
Agent in the exercise of reasonable care, and in accordance with the TIA;       
provided that the fair value of Collateral released from the Lien and security  
interest of the Security Documents pursuant to the last paragraph of Section    
10.03(a) shall not be considered in determining whether the aggregate fair value
of Collateral released from the Lien and security interest of the Security      
Documents in any calendar year exceeds the 10% threshold specified in TIA       
Section 314(d)(1). The Company's and each Guarantor's right to rely on the      
immediately preceding proviso at any time is conditioned upon the Company and   
the Guarantors having furnished to the Trustee all certificates described in    
Section 10.03(f) that were required to be furnished to the Trustee at or prior  
to such time.                                                                   

       (e)      The Company may from time to time file with the Commission a
request for an exemption (an "Exemption") from the requirements of TIA Section  
314(d) for purposes of the releases of Collateral described in the last         
paragraph of Section 10.03(a). The Company shall                                

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provide the Trustee with a copy of any such Exemption and promptly inform the   
Trustee of any rescission or termination of, or amendment to, such Exemption.   

         (f)      In the case of transactions permitted by the last paragraph of
Section 10.03(a), the Company and the Guarantors shall deliver to the Trustee,  
within 15 days after the end of each of the six month periods ended on March 15 
and September 15 of each year, a certificate signed on behalf of the Company by 
an Officer of the Company to the effect that all transactions effected pursuant 
to the last paragraph of Section 10.03(a) during the immediately preceding six  
month period were made by the Company and the Guarantors in the ordinary course 
of business and that all proceeds therefrom were used by the Company and the    
Guarantors in connection with their respective businesses or to make payments on
the Notes or as otherwise permitted under this Indenture and the Security       
Documents.                                                                      

SECTION 10.04     Certificates and Opinions of Counsel.                         

     (a)      To the extent applicable, the Company shall furnish to the
Trustee and the Collateral Agent, prior to each proposed release of Collateral  
pursuant to the Security Documents:                                             

              (1)      all documents required by TIA Section 314(d); and

           (2)      an Opinion of Counsel, to the effect that such
         accompanying documents constitute all documents required by TIA Section
314(d).                                                       

        (b)      The Trustee may, to the extent permitted by Sections 7.01 and
7.02, accept as conclusive evidence of compliance with the foregoing provisions 
the appropriate statements contained in such documents and such Opinion of      
Counsel.                                                                        

SECTION 10.05     Certificates of the Trustee.                                  

In the event that the Company wishes to release Collateral in 
accordance with the Security Documents at a time when the Trustee is not itself 
also the Collateral Agent and has delivered the certificates and documents      
required by the Security Documents and Sections 10.03 and 10.04, the Trustee    
shall determine whether it has received all documentation required by TIA       
Section 314(d) in connection with such release and, based on such determination 
and the Opinion of Counsel delivered pursuant to Section 10.04(b), shall deliver
a certificate to the Collateral Agent setting forth such determination.         

SECTION 10.06     Authorization of Actions to be Taken by the Trustee Under the 
Security Documents.                                                             

     (a)      Subject to the provisions of Section 7.01 and 7.02 and the
Intercreditor Agreement, the Trustee may, in its sole discretion and without the
consent of the Holders, direct, on behalf of the Holders, the Collateral Agent  
to take all actions it deems necessary or appropriate in order to:              

                (1)      enforce any of the terms of the Security Documents;
and                                                           

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               (2)      collect and receive any and all amounts payable in
respect of the Obligations of the Company hereunder.          

   (b)      Subject to the terms of the Intercreditor Agreement, the
Trustee shall have power to institute and maintain such suits and proceedings as
it may deem expedient to prevent any impairment of the Collateral by any acts   
that may be unlawful or in violation of the Security Documents or this          
Indenture, and such suits and proceedings as the Trustee may deem expedient to  
preserve or protect its interests and the interests of the Holders in the       
Collateral (including power to institute and maintain suits or proceedings to   
restrain the enforcement of or compliance with any legislative or other         
governmental enactment, rule or order that may be unconstitutional or otherwise 
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the security interest hereunder or be prejudicial to the interests 
of the Holders or of the Trustee).                                              

SECTION 10.07     Authorization of Receipt of Funds by the Trustee Under the    
Security Documents.                                                             

       The Trustee is authorized to receive any funds for the benefit of the
Holders distributed under the Security Documents, and to make further           
distributions of such funds to the Holders according to the provisions of this  
Indenture.                                                                      

SECTION 10.08     Termination of Security Interest.                             

         The Trustee shall, at the request of the Company, deliver a certificate
to the Collateral Agent stating that all Obligations under the Notes, the       
Subsidiary Guarantees, this Indenture and the Security Documents have been paid 
in full, and instruct the Collateral Agent to take the actions set forth in the 
next sentence pursuant to this Indenture and the Security Documents upon (1)    
payment in full of the principal of, accrued and unpaid interest on the Notes   
and all other Obligations under this Indenture, the Subsidiary Guarantees and   
the Security Documents that are due and payable at or prior to the time such    
principal, accrued and unpaid interest are paid, (2) a satisfaction and         
discharge of this Indenture as described in Article 12 or (3) a legal defeasance
or covenant defeasance as described in Article 8. Upon receipt of such          
instruction, the Collateral Agent shall execute, deliver or acknowledge any     
necessary or proper instruments of termination, satisfaction or release to      
evidence the release of all such Liens.                                         

ARTICLE 11. 
 NOTE GUARANTEES

SECTION 11.01     Guarantee.                                                    

     (a)      Subject to this Article 11, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note      
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture, 
the Notes or the obligations of the Company hereunder or thereunder, that:      

                (1)      the principal and Accreted Value of and premium, if
         any, and interest on the Notes shall be promptly paid in full when due,
whether at maturity, by acceleration,                         

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    redemption or otherwise, and interest on the overdue principal and
         Accreted Value of and interest on the Notes, if any, if lawful, and all
other obligations of the Company to the Holders or the Trustee
      hereunder or thereunder shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and      

           (2)      in case of any extension of time of payment or
        renewal of any Notes or any of such other obligations, that same shall
       be promptly paid in full when due or performed in accordance with the
   terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise.                                    

      (b)      Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly  
and severally obligated to pay the same immediately. Each Guarantor agrees that 
this is a guarantee of payment and not a guarantee of collection.               

     (c)      Subject to Section 11.02, the Guarantors hereby agree that
their obligations hereunder are full and unconditional, irrespective of the     
validity, regularity or enforceability of the Notes or this Indenture, the      
absence of any action to enforce the same, any waiver or consent by any Holder  
of the Notes with respect to any provisions hereof or thereof, the recovery of  
any judgment against the Company, any action to enforce the same or any other   
circumstance which might otherwise constitute a legal or equitable discharge or 
defense of a guarantor. Each Guarantor hereby waives diligence, presentment,    
demand of payment, filing of claims with a court in the event of insolvency or  
bankruptcy of the Company, any right to require a proceeding first against the  
Company, protest, notice and all demands whatsoever and covenant that this      
Subsidiary Guarantee shall not be discharged except by complete performance of  
the obligations contained in the Notes and this Indenture.                      

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

     (e)      Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations   
guaranteed hereby until payment in full of all obligations guaranteed hereby.   
Each Guarantor further agrees that, as between the Guarantors, on the one hand, 
and the Holders and the Trustee, on the other hand, (1) the maturity of the     
obligations guaranteed hereby may be accelerated as provided in Article 6 for   
the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction 
or other prohibition preventing such acceleration in respect of the obligations 
guaranteed hereby, and (2) in the event of any declaration of acceleration of   
such obligations as provided in Article 6, such obligations (whether or not due 
and payable) shall forthwith become due and payable by the Guarantors for the   
purpose of this Subsidiary Guarantee. Each Guarantor shall have the right to    
seek contribution from any non-paying Guarantor so long as the exercise of such 
right does not impair the rights of the Holders under this Subsidiary Guarantee.

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SECTION 11.02     Limitation on Guarantor Liability.                            

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary       
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance  
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the      
Uniform Fraudulent Transfer Act or any similar federal or state law to the      
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing      
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree 
that the obligations of such Guarantor shall, after giving effect to such       
maximum amount and all other contingent and fixed liabilities of such Guarantor 
that are relevant under such laws, and after giving effect to any collections   
from, rights to receive contribution from or payments made by or on behalf of   
any other Guarantor in respect of the obligations of such other Guarantor under 
this Article 11, result in the obligations of such Guarantor under its          
Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.      

SECTION 11.03     Execution and Delivery of Subsidiary Guarantees.              

    (a)      To evidence its Subsidiary Guarantee set forth in Section
11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit B hereto shall be endorsed by an  
Officer of such Guarantor on each Note authenticated and delivered by the       
Trustee and that this Indenture shall be executed on behalf of such Guarantor by
one of its Officers.                                                            

         (b)      Each Guarantor hereby agrees that its Subsidiary Guarantee set
forth in Section 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.        

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

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

         (e)      In the event that the Company creates or acquires any Domestic
Subsidiary after the Issue Date, if required by Section 4.17, the Company shall 
cause such Domestic Subsidiary to comply with the provisions of Section 4.17 and
this Article 11, to the extent applicable.                                      

SECTION 11.04     Guarantors May Consolidate, etc., on Certain Terms.           

      (a)      Except as otherwise provided in Section 11.05, no Guarantor
may sell or otherwise dispose of all or substantially all of its assets to, or  
consolidate with or merge with or into (whether or not such Guarantor is the    
surviving Person) another Person, other than the Company or another Guarantor,  
except that a Restricted Subsidiary may merge with or into any Guarantor so long
as such Guarantor is the surviving entity, unless:                              

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                 (1)      immediately after giving effect to such transaction,
       no Default or Event of Default shall have occurred and be continuing;

                  (2)      if the Person acquiring the property in any such sale
or disposition or the Person formed by or surviving any such  
consolidation or merger is a Restricted Subsidiary immediately
        following such transaction, such Person assumes all the obligations of
that Guarantor under its Subsidiary Guarantee pursuant to a   
supplemental indenture satisfactory to the Trustee; and       

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

provided, however, that the foregoing shall not apply to any such consolidation 
or merger with or into, or conveyance, transfer or lease to, any Person if the  
resulting, survivor or transferee Person will not be a Subsidiary of the Company
and the other terms of this Indenture, including Section 4.10, are complied     
with.                                                                           

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

        (c)      Except as set forth in Article 4, and notwithstanding Section
11.04(a), nothing contained in this Indenture or in any of the Notes shall      
prevent any consolidation or merger of a Guarantor with or into the Company or  
another Guarantor, or shall prevent any sale or conveyance of the property of a 
Guarantor as an entirety or substantially as an entirety to the Company or      
another Guarantor.                                                              

SECTION 11.05     Releases Following Sale of Assets.                            

  (a)      In the event of any sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger,             
consolidation or otherwise, or a sale or other disposition of Capital Stock of  
any Guarantor such that it is no longer a Subsidiary of the Company, in each    
case to a Person that is not (either before or after giving effect to such      
transaction) a Restricted Subsidiary of the Company, or the liquidation of any  
Guarantor, then such Guarantor (in the event of a sale or other disposition, by 
way of merger, consolidation or otherwise, of all of the capital stock of such  
Guarantor or in the event of the liquidation of such Guarantor) or the Person   
acquiring the property (in the event of a sale or other disposition of all or   
substantially all of the                                                        

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assets of such Guarantor) shall be released and relieved of any obligations     
under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or  
other disposition are applied in accordance with the applicable provisions of   
this Indenture, including without limitation Section 4.10. Upon delivery by the 
Company to the Trustee of an Officer's Certificate and an Opinion of Counsel to 
the effect that such sale or other disposition, merger or consolidation was made
by the Company or a Subsidiary of the Company in accordance with the provisions 
of this Indenture, including without limitation Section 4.10, the Trustee shall 
execute any documents reasonably required in order to evidence the release of   
any Guarantor from its obligations under its Subsidiary Guarantee.              

    (b)      Any Guarantor not released from its obligations under its
Subsidiary Guarantee shall remain liable for the full amount of principal or    
Accreted Value of and premium and interest on the Notes and for the other       
obligations of such Guarantor under this Indenture as provided in this Article  
11.                                                                             

SECTION 11.06     Release Following Designation as an Unrestricted Subsidiary.  

      In the event the Company designates any Guarantor as an Unrestricted
Subsidiary in accordance with Section 4.18, the Obligations of such Guarantor   
under its Subsidiary Guarantee pursuant to this Article 11 shall be released.   

ARTICLE 12. 
SATISFACTION AND DISCHARGE

SECTION 12.01     Satisfaction and Discharge.                                   

      (a)      This Indenture shall be discharged and shall cease to be of
further effect as to all Notes issued hereunder, when:                          

(1)      either:                            

                     (A)      all Notes that have been authenticated
          (except lost, stolen or destroyed Notes that have been
          replaced or paid and Notes for whose payment money has
                theretofore been deposited in trust and thereafter repaid to
       the Company) have been delivered to the Trustee for
cancellation; or                            

                        (B)      all Notes that have not been delivered to
               the Trustee for cancellation have become due and payable by
                  reason of the making of a notice of redemption or otherwise or
                shall become due and payable within one year and the Company
              or any Guarantor has irrevocably deposited or caused to be
                 deposited with the Trustee as trust funds in trust solely for
                  the benefit of the Holders, cash in U.S. dollars, non-callable
            Government Securities, or a combination thereof, in such
               amounts as shall be sufficient without consideration of any
             reinvestment of interest, to pay and discharge the entire
              indebtedness on the Notes not delivered to the Trustee for
                  cancellation for principal or Accreted Value, premium (if any)
               and accrued interest to the date of maturity or redemption;

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               (2)      no Default or Event of Default has occurred and is
     continuing on the date of such deposit or will occur as a result of
        such deposit and such deposit will not result in a breach or violation
      of, or constitute a default under, any other instrument to which the
    Company or any Guarantor is a party or by which the Company or any
Guarantor is bound;                                           

                  (3)      the Company or any Guarantor has paid or caused to be
paid all sums payable under this Indenture;                   

                  (4)      the Company has delivered irrevocable instructions to
      the Trustee under this Indenture to apply the deposited money toward
     the payment of the Notes at maturity or the redemption date, as the
case may be; and                                              

               (5)      the Company has delivered an Officer's Certificate
      and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied.  

 (b)      Notwithstanding the satisfaction and discharge of this
Indenture; if money has been deposited with the Trustee pursuant to subclause   
(b) of clause (1) of Section 12.01(a), the provisions of Section 12.02 and      
Section 8.06 shall survive. In addition, nothing in this Section 12.01 shall be 
deemed to discharge those provisions of Section 7.07, that, by their terms,     
survive the satisfaction and discharge of this Indenture.                       

SECTION 12.02     Application of Trust Money.                                   

         (a)      Subject to the provisions of Section 8.06, all money deposited
with the Trustee pursuant to Section 12.01 shall be held in trust and applied by
it, in accordance with the provisions of the Notes and this Indenture, to the   
payment, either directly or through any Paying Agent (including the Company     
acting as its own Paying Agent) as the Trustee may determine, to the Persons    
entitled thereto, of the principal or Accreted Value (and premium, if any) and  
interest for whose payment such money has been deposited with the Trustee; but  
such money need not be segregated from other funds except to the extent required
by law.                                                                         

         (b)      If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 by reason of any legal   
proceeding or by reason of any order or judgment of any court or governmental   
authority enjoining, restraining or otherwise prohibiting such application, the 
Company's and any Guarantor's obligations under this Indenture and the Notes    
shall be revived and reinstated as though no deposit had occurred pursuant to   
Section 12.01; provided that if the Company has made any payment of principal   
of, premium, if any, or interest on any Notes because of the reinstatement of   
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held 
by the Trustee or Paying Agent.                                                 

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ARTICLE 13. 
 MISCELLANEOUS

SECTION 13.01     Trust Indenture Act Controls.                                 

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

SECTION 13.02     Notices.                                                      

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

If to the Company and/or any Guarantor:                       

Covanta Energy Corporation                                    
40 Lane Road                                                  
Fairfield, New Jersey 07007                                   
Attention: Tim Simpson, Esq.                                  

If to the Trustee:                                            

U.S. Bank National Association                                
225 Asylum Street, 23rd Floor                                 
Hartford, Connecticut 06103                                   
Attention: Corporate Trust Services                           
Facsimile: (860)241-6881                                      

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

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

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

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

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

SECTION 13.03     Communication by Holders of Notes with Other Holders of Notes.

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

SECTION 13.04     Certificate and Opinion as to Conditions Precedent.           

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

           (1)      an Officer's Certificate in form and substance
reasonably satisfactory to the Trustee (which must include the
        statements set forth in Section 13.05) stating that, in the opinion of
       the signers, all conditions precedent and covenants, if any, provided
 for in this Indenture relating to the proposed action have been
satisfied; and                                                

        (2)      an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which must include the
        statements set forth in Section 13.05) stating that, in the opinion of
     such counsel, all such conditions precedent and covenants have been
satisfied.                                                    

SECTION 13.05     Statements Required in Certificate or Opinion.                

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

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

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

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

                (4)      a statement as to whether or not, in the opinion of
      such Person, such condition or covenant has been satisfied; provided
 that an Opinion of Counsel can rely as to matters of fact on an
Officer's Certificate or a certificate of a public official.  

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SECTION 13.06     Rules by Trustee and Agents.                                  

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

SECTION 13.07     No Personal Liability of Directors, Officers, Employees and   
Stockholders.                                                                   

       No past, present or future director, officer, employee, incorporator,
stockholder, member or agent of the Company or any Guarantor, as such, will have
any liability for any obligations of the Company or the Guarantors under the    
Notes, this Indenture, the Subsidiary Guarantees or the Security Documents or   
for any claim based on, in respect of, or by reason of, such obligations or     
their creation. Each Holder by accepting a Note waives and releases all such    
liability. The waiver and release are part of the consideration for issuance of 
the Notes. The waiver may not be effective to waive liabilities under the       
federal securities laws.                                                        

SECTION 13.08     Governing Law.                                                

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

SECTION 13.09     No Adverse Interpretation of Other Agreements.                

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

SECTION 13.10     Successors.                                                   

     All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind 
its successors. All agreements of each Guarantor in this Indenture shall bind   
its successors, except as otherwise provided in Section 11.05.                  

SECTION 13.11     Severability.                                                 

     In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the      
remaining provisions shall not in any way be affected or impaired thereby.      

SECTION 13.12     Counterpart Originals.                                        

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

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SECTION 13.13     Table of Contents, Headings, etc.                             

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

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S I G N A T U R E S                                                             

Dated as of March 10, 2004                                    

                                       COVANTA ENERGY CORPORATION, a
                              Delaware Corporation

                                             By: _______________________________
                                       Name: Anthony Orlando
                                  Title: President

                                         GUARANTORS LISTED ON SCHEDULE I

                                             By: _______________________________
                                         Name: Anthony Orlando
                                           Title: As an authorized
                                                        officer of each of the
                                                      entities referred to
                                       above

                                            U.S. BANK NATIONAL ASSOCIATION, as
                 Trustee

                                             By: _______________________________
                       Name:
                        Title:

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SCHEDULE I

SCHEDULE OF GUARANTORS

        The following schedule lists each Guarantor under this Indenture as of
the Issue Date:                                                                 

1. AMOR 14 Corporation                                                          

2. Burney Mountain Power                                                        

3. Covanta Acquisition, Inc.                                                    

4. Covanta Alexandria/Arlington, Inc.                                           

5. Covanta Bessemer, Inc.                                                       

6. Covanta Bristol, Inc.                                                        

7. Covanta Cunningham Environmental Support, Inc.                               

8. Covanta Energy Americas, Inc.                                                

9. Covanta Energy Construction, Inc.                                            

10. Covanta Energy Group, Inc.                                                  

11. Covanta Energy International, Inc.                                          

12. Covanta Energy Resource Corp.                                               

13. Covanta Energy Services, Inc.                                               

14. Covanta Energy West, Inc.                                                   

15. Covanta Engineering Services, Inc.                                          

16. Covanta Fairfax, Inc.                                                       

17. Covanta Geothermal Operations Holdings, Inc.                                

18. Covanta Geothermal Operations, Inc.                                         

19. Covanta Haverhill Properties, Inc.                                          

20. Covanta Haverhill, Inc.                                                     

21. Covanta Heber Field Energy, Inc.                                            

22. Covanta Hennepin Energy Resource Co., Limited Partnership                   

23. Covanta Hillsborough, Inc.                                                  

24. Covanta Honolulu Resource Recovery Venture                                  

25. Covanta Huntsville, Inc.                                                    

26. Covanta Hydro Energy, Inc.                                                  

27. Covanta Hydro Operations West, Inc.                                         

28. Covanta Hydro Operations, Inc.                                              

29. Covanta Imperial Power Services, Inc.                                       

30. Covanta Indianapolis, Inc.                                                  

31. Covanta Kent, Inc.                                                          

32. Covanta Lancaster, Inc.                                                     

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33. Covanta Lee, Inc.                                                           

34. Covanta Long Island, Inc.                                                   

35. Covanta Marion Land Corp.                                                   

36. Covanta Marion, Inc.                                                        

37. Covanta Mid-Conn, Inc.                                                      

38. Covanta Montgomery, Inc.                                                    

39. Covanta New Martinsville Hydroelectric Corporation                          

40. Covanta New Martinsville Hydro-Operations Corporation                       

41. Covanta Oahu Waste Energy Recovery, Inc.                                    

42. Covanta Omega Lease, Inc.                                                   

43. Covanta Onondaga Operations, Inc.                                           

44. Covanta Operations of Union, LLC                                            

45. Covanta OPW Associates, Inc.                                                

46. Covanta OPWH, Inc.                                                          

47. Covanta Pasco, Inc.                                                         

48. Covanta Plant Services of New Jersey, Inc.                                  

49. Covanta Power Equity Corporation                                            

50. Covanta Power Pacific, Inc.                                                 

51. Covanta Power Plant Operations                                              

52. Covanta Projects of Hawaii, Inc.                                            

53. Covanta Projects, Inc.                                                      

54. Covanta RRS Holdings, Inc.                                                  

55. Covanta Secure Services, Inc.                                               

56. Covanta SIGC Energy, Inc.                                                   

57. Covanta SIGC Energy II, Inc.                                                

58. Covanta SIGC Geothermal Operations, Inc.                                    

59. Covanta Stanislaus, Inc.                                                    

60. Covanta Systems, LLC                                                        

61. Covanta Wallingford Associates, Inc.                                        

62. Covanta Waste to Energy , LLC                                               

63. Covanta Water Holdings, Inc.                                                

64. Covanta Water Systems, Inc.                                                 

65. Covanta Water Treatment Services, Inc.                                      

66. ERC Energy II, Inc.                                                         

67. ERC Energy, Inc.                                                            

68. Haverhill Power, LLC                                                        

69. Heber Field Energy II, Inc.                                                 

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70. Heber Loan Partners                                                         

71. LMI, Inc.                                                                   

72. Mammoth Geothermal Company                                                  

73. Mammoth Power Company                                                       

74. Michigan Waste Energy, Inc.                                                 

75. Mt. Lassen Power                                                            

76. Pacific Geothermal Company                                                  

77. Pacific Oroville Power, Inc.                                                

78. Pacific Wood Fuels Company                                                  

79. Pacific Wood Services Company                                               

80. Three Mountain Operations, Inc.                                             

81. Three Mountain Power, LLC                                                   

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 EXHIBIT A

[FACE OF NOTE]
--------------------------------------------------------------------------------
                                                         CUSIP/CINS: 22281N AA 1
                                                              ISIN: US22281NAA19

 8.25% Senior Secured Notes Due 2011

No. _________                                    $230,000,000 at Stated Maturity

COVANTA ENERGY CORPORATION

promises to pay to__________________________________ or registered assigns,     

the principal sum of TWO HUNDRED THIRTY MILLION DOLLARS                         

on March 15, 2011.                                                              

Interest Payment Dates: March 15 and September 15                               

Record Dates: March 1 and September 1                                           

Dated: March 10, 2004                                                           

                                    COVANTA ENERGY CORPORATION

                                             By: _______________________________
                       Name:
                        Title:

This is one of the Notes referred                                               
to in the within-mentioned Indenture:                                           

U.S. Bank National Association, as Trustee                                      

By:__________________________________                                           
Authorized Signatory                                                      

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[BACK OF NOTE]

 8.25% Senior Secured Notes Due 2011

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE 
INDENTURE]                                                                      

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

             (1)      INTEREST. Covanta Energy Corporation, a Delaware
        corporation (the "Company"), promises to pay interest on the principal
     amount at Stated Maturity of this Note at a rate equal to 8.25% per
       annum plus any additional amounts payable pursuant to Section 4.21 of
       the Indenture. The Company shall pay interest semiannually in arrears
        on March 15 and September 15 of each year, or if any such day is not a
       Business Day, on the next succeeding Business Day (each, an "Interest
         Payment Date"). Interest on the Notes shall accrue from the most recent
        date to which interest has been paid or, if no interest has been paid,
  from the date of issuance; provided that if there is no existing
       Default in the payment of interest, and if this Note is authenticated
   between a record date referred to on the face hereof and the next
        succeeding Interest Payment Date, interest shall accrue from such next
     succeeding Interest Payment Date; provided, further, that the first
      Interest Payment Date shall be September 15, 2004. Interest shall be
  computed on the basis of a 360-day year of twelve 30-day months.

                 (2)      METHOD OF PAYMENT. The Company shall pay interest on
         the Notes (except defaulted interest) to the Persons who are registered
         Holders of Notes at the close of business on the March 1 or September 1
  next preceding the Interest Payment Date, even if such Notes are
        canceled after such record date and on or before such Interest Payment
        Date, except as provided in Section 2.12 of the Indenture with respect
      to defaulted interest. The Notes shall be payable as to principal or
       Accreted Value, premium, if any, and interest at the office or agency
         of the Company maintained for such purpose within the City and State of
        New York, or, at the option of the Company, payment of interest may be
         made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that payment by wire transfer of
         immediately available funds shall be required with respect to principal
       and Accreted Value of and premium, if any, and interest on all Global
         Notes and all other Notes the Holders of which shall have provided wire
        transfer instructions to the Company or the Paying Agent. Such payment
         shall be in such coin or currency of the United States of America as at
       the time of payment is legal tender for payment of public and private
debt.                                                         

             (3)      PAYING AGENT AND REGISTRAR. Initially, U.S. Bank
     National Association, the Trustee under the Indenture, shall act as
        Paying Agent and Registrar. The Company may change any Paying Agent or
   Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.                    

             (4)      INDENTURE. The Company issued the Notes under an
  Indenture dated as of March 10, 2004 (the "Indenture") among the
         Company, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and these made part             

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      of the Indenture by reference to the Trust Indenture Act of 1939, as
        amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
       all such terms, and Holders are referred to the Indenture and the TIA
         for a statement of such terms. To the extent any provision of this Note
        conflicts with the express provisions of the Indenture, the provisions
         of the Indenture shall govern and be controlling. The Notes are secured
   obligations of the Company pursuant to the Security Documents and
subject to the terms of the Intercreditor Agreement.          

(5)      OPTIONAL REDEMPTION.               

              (a)      At any time after the Issue Date and on or before
         March 15, 2006, the Company may on any one or more occasions redeem all
      or a part of the Notes, upon not less than 30 nor more than 60 days'
        notice, at the Accreted Value on the redemption date, plus accrued and
unpaid interest to the redemption date.                       

                 (b)      At any time after March 15, 2006, the Company may on
       any one or more occasions redeem all or a part of the Notes, upon not
      less than 30 nor more than 60 days' notice, at the redemption prices
    (expressed as percentages of Accreted Value) set forth below, plus
        accrued and unpaid interest to the redemption date, if redeemed during
      the twelve-month period beginning on March 15 of the years indicated
below:                                                        

                                                        [Enlarge/Download Table]

Year                                                                           Percentage
----                                                                           ----------
                                                                                         
2006..........................................................................  104.625% 
2007..........................................................................  103.469% 
2008..........................................................................  102.313% 
2009..........................................................................  101.156% 
2010 and thereafter...........................................................  100.000% 

           (c)      Any redemption pursuant to Section 3.07 of the
       Indenture shall be made in accordance with the provisions of Sections
3.01 through 3.06 of the Indenture.                           

(6)      MANDATORY REDEMPTION.              

     The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.                                        

                  (7)      MANDATORY PREPAYMENT. On the Interest Payment Date in
      September, 2010, the Company shall make a prepayment of principal on
 the Notes equal to $5.50 for each $1,000 of principal at Stated
      Maturity (the "Prepayment Amount"). Such prepayment shall be made to
         Holders of record on the preceding September 1. From and after the date
        of such prepayment, the Accreted Value of the Notes and the amount due
      on the Notes as principal at Stated Maturity shall be reduced by the
      Prepayment Amount and all payments of interest (including additional
       interest payable pursuant to Section 4.21) and premium payable on the
         Notes shall be calculated based upon the amount payable as principal at
Stated Maturity of the Notes as so reduced.                   

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(8)      REPURCHASE AT OPTION OF HOLDER.    

               (a)      Subject to the Company's right to redeem the Notes
     pursuant to Section 3.07 of the Indenture, upon the occurrence of a
      Change of Control, the Company shall be required to make an offer (a
         "Change of Control Offer") to each Holder to repurchase all or any part
       (in a minimum aggregate principal amount at Stated Maturity of $1,000
         or an integral multiple of $1,000) of such Holder's Notes at a purchase
price in cash equal to 101% of the Accreted Value of the Notes
       repurchased plus accrued and unpaid interest on the Notes repurchased
        to the date of repurchase (the "Change of Control Payment"). Within 10
     days following any Change of Control, if the Company has not sent a
        redemption notice pursuant to Section 3.03 of the Indenture for all of
         the Notes, the Company shall mail a notice to each Holder setting forth
         the procedures governing the Change of Control Offer as required by the
Indenture.                                                    

                 (b)      If the Company or a Subsidiary consummates any Asset
 Sale, and the aggregate amount of Excess Proceeds exceeds $15.0
     million, the Company shall, subject to the Intercreditor Agreement,
        commence an offer to all Holders and all holders of other Indebtedness
    that is pari passu with the Notes containing provisions similar to
        those set forth in the Indenture with respect to offers to purchase or
     redeem with the proceeds of sales of assets (an "Asset Sale Offer")
     pursuant to Section 4.10 of the Indenture to purchase or redeem the
     maximum principal amount at Stated Maturity of Notes and such other
      pari passu Indebtedness that may be purchased or redeemed out of the
        Excess Proceeds. The offer price for the Notes in any Asset Sale Offer
       shall be equal to 100% of the Accreted Value thereof plus accrued and
        unpaid interest on the Notes to be purchased to the date fixed for the
        closing of such Asset Sale Offer in accordance with the procedures set
     forth in the Indenture, and shall be payable in cash. If any Excess
        Proceeds remain after consummation of an Asset Sale Offer, the Company
       and its Restricted Subsidiaries may use those Excess Proceeds for any
      purpose not otherwise prohibited by this Indenture. If the aggregate
  Accreted Value of Notes and principal amount of other pari passu
        Indebtedness tendered into such Asset Sale Offer exceeds the amount of
    Excess Proceeds, the Trustee shall select the Notes and other pari
     passu Indebtedness to be purchased or redeemed on a pro rata basis.
       Upon the commencement of an Asset Sale Offer, the Company shall send,
     by first class mail, a notice to each of the Holders containing all
       instructions and materials necessary to enable such Holders to tender
         Notes pursuant to the Asset Sale Offer. Holders electing to have a Note
 purchased pursuant to any Asset Sale Offer shall be required to
       surrender the Note, with the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Note completed, or transfer by
        book-entry transfer, to the Company, a Depositary, if appointed by the
      Company, or a Paying Agent at the address specified in the notice at
least three days before the Purchase Date.                    

               (9)      NOTICE OF REDEMPTION. Subject to the provisions of
        Section 3.09 of the Indenture, notice of redemption shall be mailed at
       least 30 days but not more than 60 days before the redemption date to
       each Holder whose Notes are to be redeemed at its registered address,
         except that redemption notices may be mailed more than 60 days prior to
a redemption date if the notice is issued in connection with a
defeasance of the Notes                                       

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         or a satisfaction and discharge of the Indenture pursuant to Articles 8
       or 12 of the Indenture. Notes in denominations larger than $1,000 may
       be redeemed in part but only in whole multiples of $1,000, unless all
    of the Notes held by a Holder are to be redeemed. On and after the
        redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.                                        

                (10)     DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
         registered form without coupons in denominations of $1,000 and integral
        multiples of $1,000. The transfer of Notes may be registered and Notes
      may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish  
     appropriate endorsements and transfer documents and the Company may
         require a Holder to pay any taxes and fees required by law or permitted
     by the Indenture. The Company shall not be required to register the
         transfer of or to exchange any Note selected for redemption in whole or
      in part, except the unredeemed portion of any Note being redeemed in
         part. Also, the Company shall not be required to issue, to register the
       transfer of or to exchange any Notes (i) during a period beginning at
    the opening of business 15 days before the day of any selection of
        Notes for redemption under Section 3.02 of the Indenture and ending at
        the close of business on the day of selection, or (ii) during a period
  beginning at the opening of business 15 days before any Interest
     Payment Date and ending at the closing of business on such Interest
Payment Date.                                                 

               (11)     PERSONS DEEMED OWNERS. The Holder of a Note may be
treated as its owner for all purposes.                        

                 (12)     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
        exceptions, the Indenture, the Subsidiary Guarantees, the Notes or the
       Security Documents may be amended or supplemented with the consent of
  the Holders of at least a majority in principal amount at Stated
      Maturity of the then outstanding Notes voting as a single class, and
         any existing default or compliance with any provision of the Indenture,
       the Subsidiary Guarantees, the Notes or the Security Documents may be
   waived with the consent of the Holders of a majority in principal
      amount at Stated maturity of the then outstanding Notes, voting as a
single class. Without the consent of any Holder of a Note, the
 Indenture, the Subsidiary Guarantees, the Notes or the Security
        Documents may be amended or supplemented to cure any ambiguity, defect
         or inconsistency, to provide for uncertificated Notes in addition to or
      in place of certificated Notes, to provide for the assumption of the
      Company's obligations to Holders of the Notes in case of a merger or
    consolidation or sale of all or substantially all of the Company's
        assets, to make any change that would provide any additional rights or
         benefits to the Holders of the Notes or that would not adversely affect
         the legal rights under the Indenture of any such Holder, to comply with
       the requirements of the Commission in order to effect or maintain the
        qualification of the Indenture under the Trust Indenture Act, to allow
       any Guarantor to execute a supplemental indenture and/or a Subsidiary
     Guarantee with respect to the Notes, or if necessary, in connection
         with any addition or release of Collateral permitted under the terms of
the Indenture or the Security Documents.                      

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                  (13)     DEFAULTS AND REMEDIES. Events of Default include: (i)
         the Company defaults for 30 consecutive days in the payment when due of
         interest on the Notes; (ii) the Company defaults in payment when due of
       the principal or Accreted Value of, or premium, if any, on the Notes;
       (iii) failure by the Company or any of its Restricted Subsidiaries to
   comply with its obligations to make any Change of Control Payment
      pursuant to Section 4.15 or to comply with the provisions of Section
  5.01 of the Indenture; (iv) failure by the Company or any of its
   Restricted Subsidiaries for 30 days after written notice from the
         Trustee or Holders of at least 25% in aggregate principal amount of the
         outstanding Notes to comply with the provisions of any of Section 4.07,
         4.09 or 4.10 of the Indenture; (v) failure by the Company or any of its
   Restricted Subsidiaries for 60 days after written notice from the
         Trustee or Holders of at least 25% in aggregate principal amount of the
     outstanding Notes to comply with any of the other agreements in the
       Indenture or the Security Documents; (vi) default under any mortgage,
     indenture or instrument under which there may be issued or by which
      there may be secured or evidenced any Indebtedness of the Company or
  any of its Restricted Subsidiaries whether such Indebtedness now
    exists, or is created after the Issue Date, if that default (A) is
      caused by a failure to pay principal of or liquidation preference of
       such Indebtedness at the final stated maturity thereof (giving effect
  to any applicable grace periods and any extensions thereof), (B)
       results in the acceleration of such Indebtedness prior to its express
      maturity, or (C) results in a requirement that the Company or any of
its Restricted Subsidiaries collateralize any letter of credit
   thereunder and the Company or such Restricted Subsidiary fails to
       provide the required collateral on the terms and within the times set
      forth therein (giving effect to any applicable grace periods and any
        extensions thereof), and, in each case, if the principal amount of any
     such Indebtedness aggregates $20.0 million or more; (vii) any final
       judgment or judgments for the payment of money in an aggregate amount
       in excess of $10.0 million (or its foreign currency equivalent at the
        time) in excess of amounts which the Company's insurance carriers have
  agreed to pay under applicable policies shall have been rendered
         against the Company or any Restricted Subsidiary of the Company that is
     a Significant Subsidiary and shall not have been waived, satisfied,
         bonded or discharged for any period of 60 consecutive days during which
  a stay of enforcement is not in effect; (viii) certain events of
         bankruptcy or insolvency described in the Indenture with respect to the
  Company or any of its Significant Subsidiaries; and (ix) (a) any
        Subsidiary Guarantee or any Security Document or any security interest
        granted thereby is held in any judicial proceeding to be unenforceable
         or invalid, or ceases for any reason to be in full force and effect and
      such default continues for ten days after written notice, or (b) the
         Company or any Guarantor, or any Person acting on behalf of the Company
  or any Guarantor, denies or disaffirms its obligations under any
    Subsidiary Guarantee or Security Document. If any Event of Default
         occurs and is continuing, the Trustee or the Holders of at least 25% in
       principal amount at Stated maturity of the then outstanding Notes may
declare all the Notes to be due and payable immediately.      
   Notwithstanding the foregoing, in the case of an Event of Default
       arising from certain events of bankruptcy or insolvency, with respect
         to the Company or a Significant Subsidiary, all outstanding Notes shall
     become due and payable without further action or notice. The amount
      payable with respect to principal of the Notes upon any acceleration
 shall be the Accreted Value of the Notes as of the date of such
         acceleration. Holders may not enforce the Indenture or the Notes except
as                                                            

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         provided in the Indenture. Subject to certain limitations, Holders of a
         majority in principal amount at Stated Maturity of the then outstanding
         Notes may direct the Trustee in its exercise of any trust or power. The
        Holders of a majority in aggregate principal amount at Stated Maturity
         of the Notes then outstanding by notice to the Trustee may on behalf of
        the Holders of all of the Notes waive any existing Default or Event of
      Default and its consequences under the Indenture except a continuing
     Default or Event of Default in the payment of principal or Accreted
      Value of or premium or interest on the Notes (except a rescission of
     acceleration of the Notes by the Holders of a majority in aggregate
         principal amount at Stated Maturity of the then outstanding Notes). The
    Company is required to deliver to the Trustee annually a statement
       regarding compliance with the Indenture, and the Company is required,
      within five Business Days after the date on which any Officer of the
         Company becomes aware of any Default or Event of Default, to deliver to
      the Trustee a statement specifying such Default or Event of Default.

              (14)     TRUSTEE DEALINGS WITH COMPANY. The Trustee in its
     individual or any other capacity may become the owner or pledgee of
       Notes and may otherwise deal with the Company or any Affiliate of the
    Company with the same rights it would have if it were not Trustee.
 However, in the event that the Trustee acquires any conflicting
       interest it must eliminate such conflict within 90 days, apply to the
Commission for permission to continue as trustee or resign.   

                  (15)     NO RECOURSE AGAINST OTHERS. A past, present or future
         director, officer, employee, incorporator or stockholder of the Company
 or any Guarantor, as such, shall not have any liability for any
obligations of the Company or Guarantors under the Notes, the 
       Subsidiary Guarantees, the Indenture or the Security Documents or for
         any claim based on, in respect of, or by reason of, such obligations or
         their creation. Each Holder by accepting a Note waives and releases all
      such liability. The waiver and release are part of the consideration
for the issuance of the Notes.                                

               (16)     AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an    
authenticating agent.                                         

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

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

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

Covanta Energy Corporation                                                      
40 Lane Road                                                                    
Fairfield, New Jersey 07007                                                     
Attention: General Counsel                                                      

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 ASSIGNMENT FORM

To assign this Note, fill in the form below:                  

(I) or (we) assign and transfer this Note to:___________________________________
                                            (Insert assignee's legal name)

________________________________________________________________________________
 (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date:_____________________                                                      

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

Signature Guarantee*:___________________________                                

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

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OPTION OF HOLDER TO ELECT PURCHASE

 If you want to elect to have this Note purchased by the Company
pursuant to Section 3.09 or 4.15 of the Indenture, check the appropriate box    
below:                                                                          

   [ ] Section 3.09               [ ] Section 4.15

   If you want to elect to have only part of the principal amount at
Stated Maturity of the Note purchased by the Company pursuant to Section 3.09 or
4.15 of the Indenture, state the principal amount at Stated Maturity you elect  
to have purchased:                                                              

                                        $_______________

Date:______________________                                                     

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

                              Tax Identification No.:___________________________

Signature Guarantee*:________________________________                           

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

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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

       The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of      
another Global Note or Definitive Note for an interest in this Global Note, have
been made:                                                                      

                                                        [Enlarge/Download Table]

                                                               Principal Amount of                           
                  Amount of decrease   Amount of increase in     this Global Note     Signature of authorized
                  in Principal Amount   Principal Amount of      following such       officer of Trustee or  
Date of Exchange  of this Global Note    this Global Note     decrease (or increase)      Custodian          
----------------  -------------------  ---------------------  ----------------------  -----------------------
                                                                                                             

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                                                                       EXHIBIT B

 FORM OF NOTATION OF GUARANTEE

       For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally         
guaranteed, to the extent set forth in the Indenture and subject to the         
provisions in the Indenture dated as of March 10, 2004 (the "Indenture") among  
Covanta Energy Corporation, (the "Company", the Guarantors listed on Schedule I 
thereto and U.S. Bank National Association, as trustee (the "Trustee"), (a) the 
due and punctual payment of the principal or Accreted Value of, premium, if any,
and interest on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest 
on overdue principal of and interest on the Notes, if any, if lawful, and the   
due and punctual performance of all other obligations of the Company to the     
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of   
such other obligations, that the same will be promptly paid in full when due or 
performed in accordance with the terms of the extension or renewal, whether at  
stated maturity, by acceleration or otherwise. The obligations of the Guarantors
to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee 
and the Indenture are expressly set forth in Article 11 of the Indenture and    
reference is hereby made to the Indenture for the precise terms of the          
Subsidiary Guarantee. Each Holder of a Note, by accepting the same, agrees to   
and shall be bound by such provisions.                                          

                                         GUARANTORS LISTED ON SCHEDULE I
                          TO THE INDENTURE

                                             By: _______________________________
                                       Name: Anthony Orlando
                                                 Title: An authorized officer of
                                                    each of the entities
                                                 referred to above

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                                                                       EXHIBIT C

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
___________, 20__, among ___________________________ (the "Guaranteeing         
Subsidiary"), a subsidiary of Covanta Energy Corporation (or its permitted      
successor), a Delaware corporation (the "Company"), the Company, the other      
Guarantors (as defined in the Indenture referred to herein) and U.S. Bank       
National Association, as trustee under the indenture referred to below (the     
"Trustee").                                                                     

WITNESSETH

   WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 10, 2004 providing for
the issuance of an aggregate principal amount at Stated Maturity of $230.0      
million of 8.25% Senior Secured Notes Due 2011 (the "Notes");                   

      WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental 
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally   
guarantee all of the Company's Obligations under the Notes and the Indenture on 
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and     

    WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.                  

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the        
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the     
equal and ratable benefit of the Holders of the Notes as follows:               

   1.       CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.           

     2.       AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby
agrees as follows:                                                              

                 (a)      Along with all Guarantors named in the Indenture, to
        jointly and severally Guarantee to each Holder of a Note authenticated
        and delivered by the Trustee and to the Trustee and its successors and
   assigns, the Notes or the obligations of the Company hereunder or
thereunder, that:                                             

                      (i)      the principal or Accreted Value of, and
                premium, if any, and interest on the Notes shall be promptly
                paid in full when due, whether at maturity, by acceleration,
                  redemption or otherwise, and interest on the overdue principal
of                                          

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               and interest on the Notes, if any, if lawful, and all other
            obligations of the Company to the Holders or the Trustee
             hereunder or thereunder shall be promptly paid in full or
          performed, all in accordance with the terms hereof and
thereof; and                                

                          (ii)     in case of any extension of time of payment
                  or renewal of any Notes or any of such other obligations, that
                same shall be promptly paid in full when due or performed in
                  accordance with the terms of the extension or renewal, whether
             at stated maturity, by acceleration or otherwise. Failing
       payment when due of any amount so guaranteed or any
                 performance so guaranteed for whatever reason, the Guarantors
            shall be jointly and severally obligated to pay the same
immediately.                                

              (b)      The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
      or the Indenture, the absence of any action to enforce the same, any
  waiver or consent by any Holder of the Notes with respect to any
        provisions hereof or thereof, the recovery of any judgment against the
         Company, any action to enforce the same or any other circumstance which
         might otherwise constitute a legal or equitable discharge or defense of
a Guarantor.                                                  

       (c)      The following is hereby waived: diligence,
      presentment, demand of payment, filing of claims with a court in the
        event of insolvency or bankruptcy of the Company, any right to require
         a proceeding first against the Company, protest, notice and all demands
whatsoever.                                                   

          (d)      Except as otherwise provided herein or in the
        Indenture, this Subsidiary Guarantee shall not be discharged except by
        complete performance of the obligations contained in the Notes and the
         Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
Guarantor under the Indenture.                                

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

                 (f)      The Guaranteeing Subsidiary shall not be entitled to
       any right of subrogation in relation to the Holders in respect of any
        obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.                                            

                (g)      As between the Guarantors, on the one hand, and the
     Holders and the Trustee, on the other hand, (x) the maturity of the
         obligations guaranteed hereby may be accelerated as provided in Article
   6 of the Indenture for the purposes of this Subsidiary Guarantee,
      notwithstanding any stay, injunction or other prohibition preventing
        such acceleration in respect of the obligations guaranteed hereby, and
         (y) in the event of any declaration of acceleration of such obligations
         as provided in Article 6 of the Indenture, such obligations (whether or
    not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Subsidiary Guarantee.      

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        (h)      The Guarantors shall have the right to seek
      contribution from any nonpaying Guarantor so long as the exercise of
such right does not impair the rights of the Holders under the
Subsidiary Guarantee.                                         

              (i)      Pursuant to Section 11.02 of the Indenture, after
        giving effect to any maximum amount and all other contingent and fixed
  liabilities that are relevant under any applicable Bankruptcy or
        fraudulent conveyance laws, and after giving effect to any collections
     from, rights to receive contribution from or payments made by or on
     behalf of any other Guarantor in respect of the obligations of such
        other Guarantor under Article 11 of the Indenture, this new Subsidiary
        Guarantee shall be limited to the maximum amount permissible such that
        the obligations of such Guarantor under this Subsidiary Guarantee will
not constitute a fraudulent transfer or conveyance.           

                 3.       EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary
agrees that the Subsidiary Guarantees shall remain in full force and effect     
notwithstanding any failure to endorse on each Note a notation of such          
Subsidiary Guarantee.                                                           

4.       RELEASES.                          

                (a)      In the event of any sale or other
                disposition of all or substantially all of the assets of any
                 Guarantor, by way of merger, consolidation or otherwise, or a
               sale or other disposition of Capital Stock of any Guarantor
                  such that it is no longer a Subsidiary of the Company, in each
               case to a Person that is not (either before or after giving
              effect to such transaction) a Restricted Subsidiary of the
                 Company, then such Guarantor (in the event of a sale or other
                 disposition, by way of merger, consolidation or otherwise, of
             all of the capital stock of such Guarantor) or the Person
           acquiring the property (in the event of a sale or other
                 disposition of all or substantially all of the assets of such
                Guarantor) shall be released and relieved of any obligations
                  under its Subsidiary Guarantee; provided that the Net Proceeds
               of such sale or other disposition are applied in accordance
              with the applicable provisions of the Indenture, including
          without limitation Section 4.10 of the Indenture. Upon
          delivery by the Company to the Trustee of an Officer's
                 Certificate and an Opinion of Counsel to the effect that such
          sale or other disposition was made by the Company or a
                  Subsidiary of the Company in accordance with the provisions of
               the Indenture, including without limitation Section 4.10 of
          the Indenture, the Trustee shall execute any documents
               reasonably required in order to evidence the release of any
                  Guarantor from its obligations under its Subsidiary Guarantee.

                  (b)      Any Guarantor not released from its
                  obligations under its Subsidiary Guarantee shall remain liable
             for the full amount of principal or Accreted Value of and
               interest on the Notes and for the other obligations of such
                  Guarantor under the Indenture as provided in Article 11 of the
Indenture.                                  

              5.       NO PERSONAL LIABILITY. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the          
Guaranteeing Subsidiary, as such, shall have any liability for any obligations  
of the Company or any Guarantor under the Notes, any Subsidiary Guarantees, the 
Indenture, this Supplemental Indenture or the Security Documents or for any     
claim based on, in respect of, or by reason of, such obligations or their       
creation. Each                                                                  

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Holder by accepting a Note waives and releases all such liability. The waiver   
and release are part of the consideration for issuance of the Notes. Such waiver
may not be effective to waive liabilities under the federal securities laws.    

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

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

                8.       EFFECT OF HEADINGS. The Section headings herein are
for convenience only and shall not affect the construction hereof.              

                 9.       THE TRUSTEE. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this  
Supplemental Indenture or for or in respect of the recitals contained herein,   
all of which recitals are made solely by the Guaranteeing Subsidiary and the    
Company.                                                                        

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

Dated: _________________, 20__                                

                                   [GUARANTEEING SUBSIDIARY]

                                             By: _______________________________
                       Name:
                        Title:

                                    COVANTA ENERGY CORPORATION

                                             By: _______________________________
                       Name:
                        Title:

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                      [GUARANTORS]

                                             By: _______________________________
                       Name:
                        Title:

                                         U.S. BANK NATIONAL ASSOCIATION,
                    as Trustee

                                             By: _______________________________
                                      Authorized Signatory

C-5 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		3/15/11		113
		3/15/06		49		115			8-K,  POS AM
		5/15/05		84
		1/15/05		95
		9/15/04		25		114
Filed on:		3/15/04
		3/10/04		1		125			8-K,  8-K/A
		2/18/04		33
		1/14/04		33
For Period End:		12/31/03							10-K/A
									List all Filings