INTERCREDITOR AGREEMENT

Intercreditor Agreement

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DANIELSON HOLDING CORP

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Title: INTERCREDITOR AGREEMENT
Governing Law: New York Date: 3/15/2004
Industry: Insurance (Prop. and Casualty) Sector: Financial

INTERCREDITOR AGREEMENT, Parties: danielson holding corp

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EXHIBIT 4.25

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (as amended, restated,

supplemented or otherwise modified from time to time in accordance with the

terms hereof, herein called this "AGREEMENT") is dated as of March 10, 2004 and

entered into by and among COVANTA ENERGY CORPORATION, a Delaware corporation

("COVANTA" or "COMPANY"), and THE SUBSIDIARIES OF COVANTA LISTED ON THE

SIGNATURE PAGES HEREOF AS DETROIT L/C BORROWERS (together with Company and any

Additional Detroit L/C Borrowers (as hereinafter defined; this and other

capitalized terms used herein without definition being used as defined in

subsection 1.1), collectively, "DETROIT L/C Borrowers" and each a "DETROIT L/C

BORROWER") and THE SUBSIDIARIES OF COVANTA LISTED ON THE SIGNATURE PAGES HEREOF

AS NEW L/C BORROWERS (together with Company and any Additional New L/C

Borrowers, collectively, "NEW L/C BORROWERS" and each a "NEW L/C Borrower"; the

Detroit L/C Borrowers together with the New L/C Borrowers, collectively,

"BORROWERS" and each a "BORROWER"); THE FINANCIAL INSTITUTIONS LISTED ON THE

SIGNATURE PAGES HEREOF AS DETROIT L/C LENDERS (each, in its capacity as a

Detroit L/C Lender, together with any other Person that become a party hereto as

a Detroit L/C Lender pursuant to subsection 6.1(f), individually referred to

herein as a "DETROIT L/C LENDER" and collectively as "DETROIT L/C LENDERS"); THE

ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS NEW L/C LENDERS (each, in its

capacity as a New L/C Lender, together with any other Person that becomes a

party hereto as a New L/C Lender pursuant to subsection 6.1(f), individually

referred to herein as "NEW L/C LENDER" and collectively as "NEW L/C LENDERS");

BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as administrative agent for Detroit

L/C Lenders (and any successor administrative agent for Detroit L/C Lenders

pursuant to the Detroit L/C Agreement, in such capacity "DETROIT L/C FACILITY

AGENT"), as Collateral Agent and Cash Management Bank, BANK ONE, NA, as

administrative agent for New L/C Lenders (and any successor administrative agent

for New L/C Lenders pursuant to the New L/C Facility Agreement, in such capacity

"NEW L/C AGENT"); DEUTSCHE BANK SECURITIES, INC. ("DEUTSCHE BANK"), as

Documentation Agent for Detroit L/C Lenders (and any successor documentation

agent for Detroit L/C Lenders pursuant to the Detroit L/C Agreement in such

capacity "DETROIT L/C DOCUMENTATION AGENT"); DANIELSON HOLDING CORPORATION, a

Delaware corporation ("DHC"); U.S. BANK NATIONAL ASSOCIATION, in its capacity as

trustee under the High Yield Indenture (in such capacity, the "HIGH YIELD

TRUSTEE"); THE COMPANIES LISTED ON THE SIGNATURE PAGES HEREOF AS MANAGEMENT

SERVICES AND REIMBURSEMENT AGREEMENT BENEFICIARIES (the "MANAGEMENT SERVICES AND

REIMBURSEMENT AGREEMENT BENEFICIARIES"); and the other Persons who may become

parties to this Agreement from time to time pursuant to and in accordance with

subsections 6.1(f) and 6.1(l) of this Agreement.

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R E C I T A L S

WHEREAS, the Borrowers have proposed, their creditors have

approved, and the Bankruptcy Court has confirmed, the Plan of Reorganization;

WHEREAS, in connection with the Plan of Reorganization,

simultaneously herewith the Borrowers have received financing pursuant to the

Detroit L/C Facility Agreement, New L/C Facility Agreement and High Yield

Indenture;

WHEREAS, it is a condition precedent to (i) the obligations of

the Detroit L/C Lenders to enter into and extend credit under the Detroit L/C

Facility Agreement, (ii) the obligations of the New L/C Lenders to enter into

and extend credit under the New L/C Facility Agreement, (iii) the obligations of

the holders of the High Yield Notes to accept the High Yield Notes in exchange

for certain pre-existing claims against Loan Parties (other than DHC) and (iv)

the effectiveness of the Plan of Reorganization, as applicable, that each

Creditor Party, High Yield Trustee and each Borrower shall have executed and

delivered this Agreement to the Collateral Agent;

WHEREAS, on the date hereof Loan Parties have executed and

delivered to Collateral Agent the Collateral Documents pursuant to which Loan

Parties granted a security interest in the Collateral as security for (i) in the

case of Detroit L/C Borrowers, all Obligations of Detroit L/C Borrowers under

and in respect of the Detroit L/C Facility Agreement and all other Detroit L/C

Facility Documents to which Detroit L/C Borrowers are a party to from time to

time, in each case as described therein, (ii) in the case of New L/C Borrowers,

all Obligations of New L/C Borrowers under and in respect of the New L/C

Facility Agreement and all other New L/C Facility Documents to which New L/C

Borrowers are party to from time to time, in each case as described therein, and

(iii) in the case of Company and High Yield Guarantors, all Obligations of

Company and High Yield Guarantors under and in respect of the High Yield Notes

and High Yield Indenture;

WHEREAS, Creditor Parties and High Yield Trustee desire to set

forth certain provisions regarding the appointment, duties and responsibilities

of Collateral Agent and to set forth certain other provisions concerning the

obligations of Loan Parties to Creditor Parties and High Yield Noteholders under

the agreements referred to in the foregoing recitals; and

WHEREAS, Creditor Parties and High Yield Trustee wish to set

forth their mutual intentions as to certain matters relating to the exercise of

remedies with respect to the Collateral and payments made by or for the account

of the applicable Loan Parties under the Credit Documents as more fully set

forth herein.

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

SECTION I

1.1 DEFINITIONS. Terms used in the Agreement have the meanings

set forth in the introduction and recitals hereto. In addition, the following

terms shall have the following meanings:

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"ADDITIONAL DETROIT L/C BORROWER" means any Person that

becomes an "Additional Subsidiary Borrower" after the date hereof pursuant to

and as such term is defined in the Detroit L/C Facility Agreement.

"ADDITIONAL NEW L/C BORROWER" means any Person that becomes an

"Additional Subsidiary Borrower" after the date hereof pursuant to and as such

term is defined in the New L/C Facility Agreement.

"AGENTS" means Collateral Agent, Detroit L/C Agents and New

L/C Agent.

"AFFILIATE", as applied to any Person, means any other Person

directly or indirectly controlling, controlled by, or under common control with,

that Person. For the purposes of this definition, "control" (including, with

correlative meanings, the terms "controlling", "controlled by" and "under common

control with"), as applied to any Person, means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and

policies of that Person (other than exclusively as a result of such Person's

role as a senior executive of that Person or Project manager or operator),

whether through the ownership of voting securities or by contract or otherwise.

"ANNUAL FREE CASH FLOW" shall have the meaning assigned to

that term in the each Facility Agreement as in effect on the Closing Date.

"BANK OF AMERICA" shall have the meaning assigned to that term

in the introduction to this Agreement.

"BANKRUPTCY CODE" means Title 11 of the United States Code

entitled "Bankruptcy", as now and hereafter in effect, or any successor statute.

"BANKRUPTCY COURT" means the United States Bankruptcy Court

for the Southern District of New York and any other court properly exercising

jurisdiction over any relevant Chapter 11 Case.

"BANKRUPTCY EVENT" means any of one or more of the following

events regardless of the reason therefor:

(a) (i) a court having jurisdiction in the premises shall

enter a decree or order for relief in respect of any Loan Party in an

involuntary case under the Bankruptcy Code or any applicable

bankruptcy, insolvency or other similar law now or hereafter in effect,

which decree or order is not stayed; or any other similar relief shall

be granted under any applicable federal, or state law; or (ii) an

involuntary case shall be commenced against any Loan Party under any

applicable bankruptcy, insolvency or other similar law now or hereafter

in effect; or a decree or order of a court having jurisdiction in the

premises for the appointment of a receiver, liquidator, sequestrator,

trustee, custodian or other officer having similar powers over any Loan

Party, or over all or a substantial part of its property, shall have

been entered; or the involuntary appointment of an interim receiver,

trustee or other custodian of any Loan Party for all or a substantial

part of its property; or the issuance of a warrant of attachment,

execution or similar process against

Domestic Intercreditor Agreement

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any substantial part of the property of any Loan Party, and the

continuance of any such event in clause (ii) for 60 days unless

dismissed, bonded or discharged; or

(b) (i) any Loan Party shall have an order for relief entered

with respect to it or commence a voluntary case under the Bankruptcy

Code or any applicable bankruptcy, insolvency or other similar law now

or hereafter in effect, or shall consent to the entry of an order for

relief in an involuntary case, or to the conversion of an involuntary

case to a voluntary case, under any such law, or shall consent to the

appointment of or taking possession by a receiver, trustee or other

custodian for all or a substantial part of its property, or shall make

any assignment for the benefit of creditors; or

(ii) the inability or failure of any Loan Party, or the

admission by any Loan Party in writing of its inability, to pay its

debts as such debts become due; or the Governing Body (or any committee

thereof) of any Loan Party adopts any resolution or otherwise

authorizes action to approve any of the actions referred to in clause

(i) or this clause (ii); or

Loan Party decreeing the dissolution, winding up or split up of that

Loan Party and such order shall remain undischarged or unstayed for a

period in excess of 30 days.

"BANKRUPTCY PROCEEDING" means any case or proceeding of the

type described in the definition of "Bankruptcy Event" with respect to any Loan

Party.

"BORROWER" and BORROWERS" shall have the meaning assigned to

such terms in the introduction to this Agreement.

"BUSINESS DAY" means any day excluding Saturday, Sunday and

any day which is a legal holiday under the laws of the State of New York, the

State of Texas or the State of California or is a day on which banking

institutions located in any such state are authorized or required by law or

other governmental action to close.

"CAPITAL STOCK" means the capital stock or other equity

interests of a Person.

"CASH COLLATERAL ACCOUNTS" means the Detroit L/C Cash

Collateral Account and the New L/C Cash Collateral Account.

"CASH MANAGEMENT BANK" shall have the meaning assigned to that

term in the definition of "Cash Management System".

"CASH MANAGEMENT OBLIGATIONS" means the obligations of

Borrowers to the Cash Management Bank arising from or relating to the Cash

Management System, including any liability of Borrower on any claim arising out

of or relating to the Cash Management System, whether or not the right to

payment in respect of such claim is reduced to judgment, liquidated,

unliquidated, fixed or contingent, matured, disputed, undisputed, legal,

equitable, secured or unsecured, and whether or not such claim is discharged,

stayed or otherwise affected by any bankruptcy, insolvency, reorganization or

other similar proceeding.

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"CASH MANAGEMENT SYSTEM" means the cash management system of

Company and its Subsidiaries in the United States maintained with Bank of

America (in such capacity, "CASH MANAGEMENT BANK") as described in Schedule 4.1P

annexed to the Detroit L/C Facility Agreement and the New L/C Facility

Agreement, as such Cash Management System may be modified pursuant to subsection

6.10 of the Detroit L/C Facility Agreement and the New L/C Facility Agreement,

and any other related services provided by Cash Management Bank to Company and

its Subsidiaries, including treasury, depositary and cash management services or

in connection with automated clearing house transfers of funds.

"CHAPTER 11 CASE" means the chapter 11 cases of Covanta Energy

Corporation, a Delaware corporation, and certain of its Subsidiaries, including

Borrowers, jointly administered under Case Nos. 02-40826 through 02-40949,

02-16322, 03-13679 through 03-13685, and 03-13687 through 03-13709.

"CLOSING DATE" means March 10, 2004.

"COLLATERAL" means, collectively, all of the real, personal

and mixed property (including Capital Stock) and interests in property now owned

or hereafter acquired by any Loan Party in or upon which a security interest,

Lien or mortgage is granted or purported to be granted to Collateral Agent

pursuant to the Collateral Documents, including all Proceeds thereof, but in no

event shall Collateral include the Capital Stock of CPIH pledged pursuant to the

CPIH Stock Pledge Agreement (as defined in the Facility Agreements). For the

avoidance of doubt, "Collateral" shall not include any New Investor Assurances.

"COLLATERAL AGENT" shall have the meaning assigned to that

term in subsection 2.1.

"COLLATERAL DOCUMENTS" means the Security Agreement, DHC

Pledge Agreement, Control Agreements, Mortgages (as defined in the Facility

Agreements) and all other instruments or documents (pursuant to which a Lien to

secure all or any portion of the Obligations is purported or intended to be

created, granted, evidenced or perfected) delivered from time to time by any

Loan Party pursuant to the Detroit L/C Facility Documents, New L/C Facility

Documents or the High Yield Indenture in each case in order to grant to

Collateral Agent a Lien on any real, personal or mixed property as security for

any or all of the Obligations, as such instruments and documents may be amended,

restated, supplemented or otherwise modified from time to time to the extent

permitted pursuant to subsection 2.4.

"COMPANY" shall have the meaning assigned to that term in the

introduction to this Agreement.

"CONTRACTUAL OBLIGATION", as applied to any Person, means any

provision of any Security issued by that Person or of any material indenture,

mortgage, deed of trust, contract, undertaking, agreement or other instrument to

which that Person is a party or by which it or any of its properties is bound or

to which it or any of its properties is subject.

"CONTROL AGREEMENT" means an agreement, satisfactory in form

and substance to Detroit L/C Facility Agent and New L/C Agent and executed by

the financial institution or securities intermediary at which a Deposit Account

or a Securities Account, as the case may be,

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is maintained, pursuant to which such financial institution or securities

intermediary confirms and acknowledges Collateral Agent's security interest in

such account, and agrees that the financial institution or securities

intermediary, as the case may be, will comply with instructions originated by

Collateral Agent as to disposition of funds in such account, without further

consent by Company or any Subsidiary, as such agreement may be amended,

restated, supplemented or otherwise modified from time to time to the extent

permitted pursuant to subsection 2.4.

"COUNTERPART" shall have the meaning assigned to that term in

subsection 6.1(l).

"COVANTA" shall have the meaning assigned to that term in the

introduction to this Agreement.

"CPIH" means Covanta Power International Holdings, Inc., a

Delaware corporation, and its successors and assigns.

"CPIH SUBSIDIARIES" means, on and after the Closing Date, CPIH

and its Subsidiaries.

"CREDIT DOCUMENTS" means, collectively, (i) the New L/C

Facility Agreement and the other New L/C Facility Documents, (ii) the Detroit

L/C Facility Agreement and the other Detroit L/C Facility Documents, and (iii)

the High Yield Notes and the High Yield Indenture, in each case as they may be

amended, restated, supplemented or otherwise modified from time to time to the

extent permitted thereunder and pursuant to subsection 2.5.

"CREDITOR PARTIES" means Detroit L/C Lenders, New L/C Lenders,

Detroit L/C Agents, New L/C Agent, Cash Management Bank and Collateral Agent.

"DEPOSIT ACCOUNT" means a demand, time, savings, passbook or

similar account maintained with a Person engaged in the business of banking,

including a savings bank, savings and loan association, credit union or trust

company.

"DETROIT L/C" or "DETROIT L/CS" means letters of credit issued

or to be issued from time to time under the Detroit L/C Facility Agreement,

including amendments thereto.

"DETROIT L/C AGENTS" means the Detroit L/C Facility Agent and

Detroit L/C Documentation Agent.

"DETROIT L/C BORROWER" shall have the meaning assigned to that

term in the introduction to this Agreement.

"DETROIT L/C CASH COLLATERAL ACCOUNT" means the cash

collateral account maintained with Collateral Agent pursuant to the Security

Agreement to secure the obligations of Detroit L/C Borrowers with respect to

Detroit L/C Exposure.

"DETROIT L/C COMMITMENT" means the commitment of a Detroit L/C

Lender to purchase and fund participations in Detroit L/Cs pursuant to the

Detroit L/C Facility Agreement.

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"DETROIT L/C DOCUMENTATION AGENT" shall have the meaning

assigned to that term in the introduction to this Agreement.

"DETROIT L/C EVENT OF DEFAULT" means an "Event of Default"

under and as defined in the Detroit L/C Facility Agreement.

"DETROIT L/C EXPOSURE" means, with respect to any Detroit L/C

Lender as of any date of determination, the sum of (a) in the event that Detroit

L/C Lender is a Detroit L/C Issuing Lender, the aggregate Detroit L/C Usage in

respect of all Detroit L/Cs issued by that Detroit L/C Lender (in each case net

of any participations purchased by other Detroit L/C Lenders in such Detroit

L/Cs or in any drawings thereunder not theretofore reimbursed by Detroit L/C

Borrowers) plus (b) the aggregate amount of all participations purchased by that

Detroit L/C Lender in any other outstanding Detroit L/Cs or any drawings under

any such other Detroit L/Cs not theretofore reimbursed by Detroit L/C Borrowers.

"DETROIT L/C FACILITY AGENT" shall have the meaning assigned

to that term in the introduction to this Agreement.

"DETROIT L/C FACILITY AGREEMENT" means (i) that certain credit

agreement dated as of the date hereof by and among Covanta and the other Detroit

L/C Borrowers, as borrowers, the Detroit L/C Lenders and Detroit L/C Agents, and

(ii) any credit agreement entered into by Detroit L/C Borrowers to refinance,

replace, renew or extend, in whole or in part, the credit agreement referenced

in clause (i) and the indebtedness and letters of credit issued thereunder to

the extent permitted pursuant to the New L/C Facility Agreement and the High

Yield Indenture, in the case of clause (i) or (ii), as such credit agreement may

be amended, restated, supplemented or otherwise modified from time to time to

the extent permitted under subsection 2.5.

"DETROIT L/C FACILITY DOCUMENTS" means the "Credit Documents"

as defined in the Detroit L/C Facility Agreement (or any comparable term with

respect to any replacement Detroit L/C Facility Agreement not prohibited

hereunder).

"DETROIT L/C ISSUING LENDER" means, with respect to any

Detroit L/C, the Detroit L/C Lender that has issued such Detroit L/C pursuant to

the Detroit L/C Facility Agreement.

"DETROIT L/C LENDER" shall have the meaning assigned to that

term in the introduction to this Agreement.

"DETROIT L/C OBLIGATIONS" means any and all Obligations to the

extent arising under or with respect to the Detroit L/C Commitments or the

Detroit L/Cs, including fees and other amounts accruing or otherwise owed with

respect to the Detroit L/C Exposure, and any drawings (and interest accrued

thereon) under Detroit L/Cs not reimbursed by Detroit L/C Borrowers; provided,

however, that Obligations of any Loan Party (other than DHC) for interest or

letter of credit fees with respect to Detroit L/Cs and Detroit L/C Commitments

that accrue or may be incurred under any Detroit L/C Facility Document after the

commencement by or against any Loan Party of a Bankruptcy Proceeding shall be

included in Detroit L/C Obligations solely to the extent recoverable from such

Loan Party or its estate in such proceeding.

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"DETROIT L/C USAGE" means, as at any date of determination,

the sum of (i) the maximum aggregate amount which is or at any time thereafter

may become available for drawing under all Detroit L/Cs then outstanding plus

(ii) the aggregate amount of all drawings under Detroit L/Cs honored by the

applicable Detroit L/C Issuing Lender and not theretofore reimbursed by Detroit

L/C Borrowers.

"DEUTSCHE BANK" shall have the meaning assigned to that term

in the introduction to this Agreement.

"DHC" shall have the meaning assigned to that term in the

introduction to this Agreement.

"DHC PLEDGE AGREEMENT" means the pledge agreement executed and

delivered by DHC on the Closing Date, substantially in the form of Exhibit XI

annexed to the Detroit L/C Facility Agreement, as such pledge agreement may

thereafter be amended, restated, supplemented or otherwise modified from time to

time to the extent permitted pursuant to subsection 2.4.

"DISTRIBUTION" means, with respect to any Secured Obligation,

(a) any payment or distribution by Company or any of its Subsidiaries (including

CPIH Subsidiaries) of cash, securities or other assets and properties of any

kind whatsoever, real or personal, tangible or intangible, or mixed, whether now

owned or existing or hereafter acquired or arising and wheresoever located, by

set-off or otherwise, on account of such Secured Obligation, (b) any redemption,

purchase or other acquisition of such Secured Obligation by Company or any of

its Subsidiaries (including CPIH Subsidiaries) or (c) the granting of any Lien

to or for the benefit of the holders of such Secured Obligation in or upon any

or all assets and properties of any kind whatsoever, real or personal, tangible

or intangible, or mixed, whether now owned or existing or hereafter acquired or

arising and wheresoever located of Company or any of its Subsidiaries (including

CPIH Subsidiaries).

"ENFORCEMENT ACTION" shall mean the exercise by any Secured

Party of any of the enforcement rights and remedies under, and subject to the

provisions of, the Collateral Documents at any time on or after an Event of

Default, including any or all of the following: any motion to vacate any stay on

enforcement of the Liens on the Collateral, solicitation of bids from third

parties to conduct the liquidation of Collateral, the engagement or retention of

third parties for the purposes of marketing, promoting or selling all or any

Collateral, the commencement of any action to foreclose on the Liens on any of

the Collateral, notification of account debtors to make payments to any Secured

Party or its agents, any action to take possession of any Collateral or the

commencement of any legal proceedings or actions seeking payment of any Secured

Obligations or otherwise in connection with the preservation or protection of

any of the Collateral, its value or any rights or remedies therein or otherwise

or as may be deemed necessary or appropriate to enhance the likelihood or

maximize the repayment of the Secured Obligations.

"EVENT OF DEFAULT" means a Detroit L/C Event of Default and/or

a New L/C Event of Default and/or a High Yield Event of Default.

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"FACILITY AGREEMENTS" means the New L/C Facility Agreement and

Detroit L/C Facility Agreement.

"FISCAL YEAR" means the fiscal year of the Company and its

Subsidiaries ending on December 31st of each calendar year.

"GOVERNING BODY" means the board of directors or other body

having the power to direct or cause the direction of the management and policies

of a Person that is a corporation, partnership, trust or limited liability

company.

"HIGH YIELD EVENT OF DEFAULT" means an "Event of Default"

under and as defined in the High Yield Indenture.

"HIGH YIELD GUARANTORS" means the Subsidiaries of Company

party from time to time to the High Yield Indenture as guarantors thereunder.

"HIGH YIELD INDENTURE" means (i) the indenture pursuant to

which the High Yield Notes are issued and (ii) any replacement indenture entered

into in connection with a refinancing, defeasance, renewal, replacement or

extension of the High Yield Notes permitted under the Facility Agreements, in

the case of clause (i) or (ii), as such indenture or replacement indenture may

be amended, supplemented or otherwise modified from time to time to the extent

permitted under the Facility Agreements.

"HIGH YIELD NOTEHOLDERS" means the holders from time to time

of the High Yield Notes.

"HIGH YIELD NOTES" means (i) the $230,000,000 in aggregate

principal amount at maturity of 8.25% Senior Notes due 2010 of Company issued

pursuant to the High Yield Indenture, and (ii) any indebtedness incurred to

refinance, renew, replace or extend the High Yield Notes permitted to be

incurred under the Facility Agreements; provided, that the initial principal

amount (and issue price) of such High Yield Notes on the Closing Date shall be

$205,000,000.

"HIGH YIELD OBLIGATIONS" means the obligations of Company and

High Yield Guarantors under the High Yield Indenture and the High Yield Notes,

as applicable.

"HIGH YIELD TRUSTEE" shall have the meaning assigned to that

term in the introduction to this Agreement.

"IPP INTERNATIONAL SALES" means one or more sales or

dispositions of (i) the assets and/or operations of CPIH and its Subsidiaries

and/or (ii) the Capital Stock of CPIH or any of its Subsidiaries.

"JUNIOR CREDITOR" shall have the meaning assigned to that term

in subsection 4.2(f).

"LENDERS" means New L/C Lenders and Detroit L/C Lenders.

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"LIEN" means any lien, mortgage, pledge, assignment, security

interest, charge or encumbrance of any kind (including any conditional sale or

other title retention agreement, any lease in the nature thereof, and any

agreement to give any security interest) and any option, trust or other

preferential arrangement having the practical effect of any of the foregoing.

"LOAN PARTIES" means Company, the other Borrowers, DHC, and

High Yield Guarantors.

"MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT" means the

management services and reimbursement agreement entered into by CPIH, Company

and certain of their respective Subsidiaries on the Closing Date, in form and

substance satisfactory to the Detroit L/C Agents and New L/C Agent as such

agreement may be amended, restated, supplemented or otherwise modified from time

to time to the extent permitted thereunder and pursuant to subsection 2.5(c).

"MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT

BENEFICIARIES" shall have the meaning assigned to that term in the introduction

to this Agreement.

"MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT OBLIGORS"

means the "CPIH Entities" as such term is defined in the Management Services and

Reimbursement Agreement.

"MANDATORY PAYMENTS" means any amount described in subsections

2.3A(i)(a)-(f) of the Detroit L/C Facility Agreement or 2.4A(iii)(a)-(g) of the

New L/C Facility Agreement to be applied as a Mandatory Payment (as such term is

defined in each Facility Agreement).

"NET INSURANCE/CONDEMNATION PROCEEDS" means any cash payments

or Proceeds received by Company or any of its Subsidiaries (i) under any

business interruption or casualty insurance policy in respect of a covered loss

thereunder or (ii) as a result of the taking of any assets of Company or any of

its Subsidiaries by any Person pursuant to the power of eminent domain,

condemnation or otherwise, or pursuant to a sale of any such assets to a

purchaser with such power under threat of such a taking, in each case net of (a)

income taxes reasonably estimated to be actually payable prior to the earlier of

(1) the date which is eighteen months from the date of such receipt and (2)

March 10, 2009 as a result of the receipt of such payments of proceeds and (b)

any actual, reasonable and documented out-of-pocket fees and expenses (including

reasonable legal fees, reasonable fees to advisors and severance costs that are

due (pursuant to a Contractual Obligation, or written employment policy

applicable to terminated employees generally, of Company or any of its

Subsidiaries in effect prior to the event causing or relating to the payment

referred to in clause (i) or (ii) hereof or pursuant to applicable law) and

payable on or prior to the receipt of such payment or proceeds to employees of

Company and its Subsidiaries that have been terminated as a result of the

relevant loss, taking or sale) paid to Persons other than Company and its

Subsidiaries and their respective Affiliates in connection with the relevant

loss, taking or sale or the adjustment or settlement of any claims of Company or

such Subsidiary in respect thereof; provided, however, that Net

Insurance/Condemnation Proceeds shall be reduced in an amount equal to the

amount of proceeds Subsidiaries of Company are legally bound or required,

pursuant to Contractual Obligations in effect on the

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Closing Date, or which were entered into after the Closing Date with respect to

the financing or acquisition of a Project, to use for purposes other than a

Mandatory Payment.

"NEW INVESTOR ASSURANCES" means any collateral, insurance

policy, letter of credit or other financial assurances provided by any New

Investor or any of its Affiliates (other than Company or any of its Subsidiaries

(including CPIH Subsidiaries)) to New L/C Lenders in connection with the New L/C

Facility Agreement.

"NEW INVESTORS" means D.E. Shaw Laminar Portfolios, L.L.C., a

Delaware limited liability company, SZ Investments, L.L.C., a Delaware limited

liability company, and Third Avenue Trust, on behalf of Third Avenue Value Fund

Series.

"NEW L/C" or "NEW L/CS" means letters of credit issued or to

be issued (or deemed issued) by New L/C Issuing Lender pursuant to the New L/C

Facility Agreement, including amendments thereto.

"NEW L/C AGENT" shall have the meaning assigned to that term

in the introduction to this Agreement.

"NEW L/C AGGREGATE COMMITMENT" means one or more of the New

Revolving Loan Commitment or the New L/C Commitment or any combination thereof.

"NEW L/C AGGREGATE EXPOSURE" means, with respect to any New

L/C Lender as of any date of determination, the sum of (i) that New L/C Lenders'

New Revolving Loan Exposure and (ii) that New L/C Lender's New L/C Exposure.

"NEW L/C BORROWERS" shall have the meaning assigned to that

term in the introduction to this Agreement.

"NEW L/C CASH COLLATERAL ACCOUNT" means the cash collateral

account maintained with Collateral Agent pursuant to the Security Agreement to

secure the obligations of New L/C Borrowers with respect to New L/C Exposure.

"NEW L/C COMMITMENT" means the commitment of a New L/C Lender

to purchase and fund participations in New L/Cs pursuant to the New L/C Facility

Agreement.

"NEW L/C EVENT OF DEFAULT" means an "Event of Default" under

and as defined in the New L/C Facility Agreement.

"NEW L/C EXPOSURE" with respect to any New L/C Lender, means,

as of any date of determination, the sum of (a) in the event that New L/C Lender

is a New L/C Issuing Lender, the aggregate New L/C Usage in respect of all New

L/Cs issued by that New L/C Lender (in each case net of any participations

purchased by other New L/C Lenders in such New L/Cs or in any drawings

thereunder not theretofore reimbursed by New L/C Borrowers) plus (b) the

aggregate amount of all participations purchased by that New L/C Lender in any

other outstanding New L/Cs or any drawings under any such other New L/Cs not

theretofore reimbursed by New L/C Borrowers.

Domestic Intercreditor Agreement

<PAGE>

"NEW L/C FACILITY AGREEMENT" means (i) that certain credit

agreement dated as of the date hereof by and among New L/C Borrowers, New L/C

Lenders and New L/C Agent, and (ii) any credit agreement entered into by New L/C

Borrowers to refinance, replace, renew or extend, in whole or in part, the

credit agreement referenced in clause (i) and the indebtedness and letters of

credit issued thereunder to the extent permitted pursuant to the Detroit L/C

Facility Agreement and the High Yield Indenture, in the case of clause (i) or

(ii), as such credit agreement may be amended, restated, supplemented or

otherwise modified from time to time to the extent permitted under subsection

2.5.

"NEW L/C FACILITY DOCUMENTS" means the "Credit Documents" as

defined in the New L/C Facility Agreement (or any comparable term with respect

to any replacement New L/C Facility Agreement not prohibited hereunder).

"NEW L/C ISSUING LENDER" means, with respect to any New L/C,

the New L/C Lender that agrees or is otherwise obligated to issue such New L/C,

determined as provided in the New L/C Facility Agreement.

"NEW L/C LENDER" shall have the meaning assigned to that term

in the introduction to this Agreement.

"NEW L/C OBLIGATIONS" means any and all Obligations to the

extent arising under or with respect to the New L/C Aggregate Commitments, New

Revolving Loans or the New L/Cs, including principal and interest on any New

Revolving Loans and the fees and other amounts accruing or otherwise owed with

respect to the New L/C Aggregate Exposure, and any drawings (and interest

accrued thereon) under New L/Cs not reimbursed by New L/C Borrowers; provided,

however, that Obligations of any Loan Party (other than DHC) for interest,

commitment fees or letter of credit fees with respect to the New L/Cs, New

Revolving Loans or New L/C Aggregate Commitments and that accrue or may be

incurred under any New L/C Facility Document after the commencement by or

against any Loan Party (other than DHC) of a Bankruptcy Proceeding shall be

included in New L/C Obligations solely to the extent recoverable from such Loan

Party or its estate in such proceeding.

"NEW L/C USAGE" means, as at any date of determination, the

sum of (i) the maximum aggregate amount which is or at any time thereafter may

become available for drawing under all New L/Cs then outstanding plus (ii) the

aggregate amount of all drawings under New L/Cs honored by Issuing Lenders and

not theretofore reimbursed by New L/C Borrowers.

"NEW REVOLVING LOAN COMMITMENT" means the commitment of a New

L/C Lender to make New Revolving Loans to the New L/C Borrowers pursuant to the

New L/C Facility Agreement.

"NEW REVOLVING LOAN EXPOSURE" with respect to any New L/C

Lender, means, as of any date of determination (i) prior to the termination of

the New Revolving Loan Commitments, that New L/C Lender's Revolving Loan

Commitment, and (ii) after the termination of the New Revolving Loan

Commitments, the aggregate outstanding principal amount of the New Revolving

Loans of that New L/C Lender.

Domestic Intercreditor Agreement

<PAGE>

"NEW REVOLVING LOANS" means loans made from time to time by

New L/C Lenders to New L/C Borrowers as "Revolving Loans" under and as defined

in the New L/C Facility Agreement.

"OBLIGATIONS" means all obligations of every nature of Loan

Parties under the Credit Documents, including any liability of such Loan Party

on any claim arising out of or relating to the Credit Documents, whether or not

the right to payment in respect of such claim is reduced to judgment,

liquidated, unliquidated, fixed or contingent, matured, disputed, undisputed,

legal, equitable, secured or unsecured, and whether or not such claim is

discharged, stayed or otherwise affected by any bankruptcy, insolvency,

reorganization or other similar proceeding. Without limiting the generality of

the foregoing, the Obligations of the Loan Parties under the Credit Documents

include (a) the obligation to pay principal, interest (including all interest

which accrues after the commencement of any case or proceeding in bankruptcy

after the insolvency of, or for the reorganization of, any Loan Party, whether

or not allowed in such case or proceeding), charges, expenses, fees, attorneys'

fees and disbursements, indemnities and other amounts payable by any Borrower

and any other Loan Party under any Credit Document and (b) the obligation to

reimburse any amount in respect of any of the foregoing that any Agent or any

Lender, in its sole discretion, may elect to pay or advance on behalf of such

Borrower or other Loan Party; provided, that nothing in this definition shall be

construed as creating any obligations of DHC under the Credit Documents that are

not expressly set forth in such Credit Documents.

"OFFICER'S CERTIFICATE" means, as applied to any Person that

is a corporation, partnership, trust or limited liability company, a certificate

executed on behalf of such Person by one or more Officers of such Person or one

or more Officers of a general partner or a managing member if such general

partner or managing member is a corporation, partnership, trust or limited

liability company.

"PAYMENT IN FULL" and "PAID IN FULL" means (a) as to the

Detroit L/C Obligations, the payment and satisfaction in full in immediately

available funds of all of such funded Detroit L/C Obligations and either (i) the

termination of the Detroit L/C Commitments and the receipt by Collateral Agent

of cash collateral in the Detroit L/C Cash Collateral Account in an amount equal

to one hundred five (105%) percent of the aggregate Detroit L/C Usage then

outstanding or (ii) if the Detroit L/C Commitments have not been terminated, the

receipt by Collateral Agent of cash collateral in the Detroit L/C Cash

Collateral Account in an amount equal to 105% of the Detroit L/C Commitments of

all Detroit L/C Lenders, (b) as to the New L/C Obligations, the payment and

satisfaction in full in immediately available funds of all of such funded New

L/C Obligations and either (i) the termination of the New L/C Aggregate

Commitments and the receipt by Collateral Agent of cash collateral in the New

L/C Cash Collateral Account in an amount equal to one hundred five (105%)

percent of the aggregate New L/C Usage then outstanding or (ii) if the New L/C

Aggregate Commitments have not been terminated, the receipt by Collateral Agent

of cash collateral in the New L/C Cash Collateral Account in an amount equal to

105% of the New L/C Commitments of all New L/C Lenders, (c) as to the High Yield

Obligations, the payment and satisfaction in full in immediately available funds

of all of such High Yield Obligations and the termination or defeasance (whether

legally or as to covenants only) of the financing arrangements provided by any

High Yield Noteholder to the Loan Parties (other than DHC) with respect thereto,

and (d) as to any other Secured

Domestic Intercreditor Agreement

<PAGE>

Obligations, the payment and satisfaction in full in immediately available funds

of all such Secured Obligations then due and payable. If after receipt of any

payment of, or Proceeds of Collateral applied to the payment of, any of the

Secured Obligations, Collateral Agent or any other Secured Party, as applicable,

is required to surrender or return such payment or Proceeds to any Person for

any reason, then the Secured Obligations intended to be satisfied by such

payment or Proceeds shall be reinstated and continue and this Agreement shall

continue in full force and effect as if such payment or Proceeds had not been

received by Collateral Agent or such other Secured Party, as the case may be.

"PARTIES" means the High Yield Trustee, Loan Parties, and the

Creditor Parties from time to time party to this Agreement.

"PERSON" or "PERSONS" means and include natural persons,

corporations, limited partnerships, general partnerships, limited liability

companies, limited liability partnerships, joint stock companies, Joint Ventures

(as defined in the Facility Agreements), associations, companies, trusts, banks,

trust companies, land trusts, business trusts or other organizations, whether or

not legal entities, and governments (whether federal, state or local, domestic

or foreign, and including political subdivisions thereof) and agencies or other

administrative or regulatory bodies thereof.

"PLAN OF REORGANIZATION" means the Debtors' Second Joint Plan

of Reorganization under Chapter 11 of the Bankruptcy Code as filed with the

Bankruptcy Court on January 14, 2004 (and as revised and amended through March

2, 2004), together with the Reorganization Plan Supplement to Debtors' Second

Joint Plan of Reorganization filed with the Bankruptcy Court on February 18,

2004 in connection therewith.

"POTENTIAL EVENT OF DEFAULT" means a "Potential Event of

Default" under and as defined in the Detroit L/C Facility Agreement, a

"Potential Event of Default" under and as defined in the New L/C Facility

Agreement or a "Default" under and as defined in the High Yield Indenture.

"PROCEEDS" means "proceeds", as such term is defined in the

UCC and, in any event, shall include (i) any and all proceeds of any insurance,

indemnity, warranty or guaranty payable to any of the Loan Parties or Collateral

Agent from time to time with respect to any of the Collateral, (ii) any and all

payments (in any form whatsoever) made or due and payable to any of the Loan

Parties from time to time in connection with any requisition, confiscation,

condemnation, seizure or forfeiture of all or any part of the Collateral, by any

governmental body, authority, bureau or agency (or any person acting under color

of governmental authority), and (iii) any and all other consideration (in any

form whatsoever) or other amounts from time to time paid or payable under or in

connection with any of the Collateral upon disposition or otherwise.

"PROJECT" means any waste-to-energy facility, electrical

generation plant, cogeneration plant, water treatment facility or other facility

for the generation of electricity or engaged in another line of business in

which Company and its Subsidiaries are permitted to be engaged hereunder for

which a Subsidiary or Subsidiaries of Company (including CPIH Subsidiaries) was,

is or will be (as the case may be) an owner, operator, manager or builder, and

Domestic Intercreditor Agreement

<PAGE>

shall also mean any two or more of such plants or facilities in which an

interest has been acquired in a single transaction, so long as such interest

constitutes an existing Investment on the Closing Date permitted under this

Agreement; provided, however, that a Project shall cease to be a Project of

Company and its Subsidiaries at such time that Company or any of its

Subsidiaries ceases to have any existing or future rights or obligations

(whether direct or indirect, contingent or matured) associated therewith.

"REQUISITE DETROIT L/C LENDERS" means Detroit L/C Lenders

having or holding more than 50% of the Detroit L/C Exposure of all Detroit L/C

Lenders; provided, however, that prior to the Closing Date, for purposes of this

definition the Detroit L/C Exposure of each Detroit L/C Lender shall equal the

original Detroit L/C Commitment of such Detroit L/C Lender on the Closing Date.

"REQUISITE NEW L/C LENDERS" means New L/C Lenders having or

holding more than 50% of the New L/C Aggregate Exposure of all New L/C Lenders;

provided, however, that prior to the Closing Date, for purposes of this

definition the New L/C Aggregate Exposure of each New L/C Lender shall equal the

original New L/C Commitment of such New L/C Lender on the Closing Date.

"REQUISITE OBLIGEES" means,

(i) until such time as all Detroit L/C Obligations are Paid in

Full under clause (a)(i) of the definition thereof and no Detroit L/Cs or other

Detroit L/C Obligations are outstanding, for purposes of any exercise of any

Enforcement Action or other rights with respect to the Detroit L/C Cash

Collateral Account and any Collateral from time to time on deposit therein

(including any application thereof), Requisite Detroit L/C Lenders;

(ii) until such time as all New L/C Obligations are Paid in

Full and no New L/Cs or other New L/C Obligations are outstanding, for purposes

of any exercise of any Enforcement Action or other rights with respect to the

New L/C Cash Collateral Account and any Collateral from time to time on deposit

therein (including any application thereof), Requisite New L/C Lenders;

(iii) subject to clauses (i) and (ii) above, until Payment in

Full of all Detroit L/C Obligations, (a) for so long as no drawing has occurred

under any Detroit L/C, no Event of Default has occurred and is continuing under

subsection 8.1 of the Detroit L/C Facility Agreement and no Bankruptcy

Proceeding has been commenced by or against any Loan Party, Lenders having or

holding of more than 50% of the sum of (1) the aggregate Detroit L/C Exposure of

all Detroit L/C Lenders and (2) the aggregate New L/C Aggregate Exposure of all

New L/C Lenders, and (b) from and after the occurrence of any drawing under any

Detroit L/C which is not reimbursed in full by Detroit L/C Borrowers, the

occurrence and continuance of a Detroit L/C Event of Default under subsection

8.1 of the Detroit L/C Facility Agreement or the commencement of a Bankruptcy

Proceeding by or against any Loan Party, Requisite Detroit L/C Lenders;

Domestic Intercreditor Agreement

<PAGE>

(iv) subject to clauses (i) and (ii) above, from and after

Payment in Full of all Detroit L/C Obligations and until Payment in Full of all

New L/C Obligations, Requisite New L/C Lenders; and

(v) subject to clauses (i) and (ii) above, from and after

Payment in Full of all Detroit L/C Obligations and New L/C Obligations, holders

of more than 50% of the aggregate outstanding principal amount of the High Yield

Notes.

"SECURED PARTIES" means the Creditor Parties, the High Yield

Noteholders and the High Yield Trustee.

"SECURED OBLIGATIONS" means the collective reference to all

Detroit L/C Obligations, all New L/C Obligations, all High Yield Obligations and

all Obligations owing to Collateral Agent hereunder or under any Collateral

Document, and all Cash Management Obligations.

"SECURITIES" means any stock, shares, partnership interests,

voting trust certificates, certificates of interest or participation in any

profit-sharing agreement or arrangement, options, warrants, bonds, debentures,

notes, or other evidences of indebtedness, secured or unsecured, convertible,

subordinated, certificated or uncertificated, or otherwise, or in general any

instruments commonly known as "securities" or any certificates of interest,

shares or participations in temporary or interim certificates for the purchase

or acquisition of, or any right to subscribe to, purchase or acquire, any of the

foregoing.

"SECURITIES ACCOUNT" means an account to which a financial

asset is or may be credited in accordance with an agreement under which the

Person maintaining the account undertakes to treat the Person for whom the

account is maintained as entitled to exercise the rights that comprise the

financial asset.

"SECURITY AGREEMENT" means the Security Agreement executed and

delivered by Borrowers on the Closing Date pursuant to the Detroit L/C Facility

Agreement, New L/C Facility Agreement and High Yield Indenture, as such

agreement may from time to time hereafter be amended, restated, supplemented or

otherwise modified to the extent permitted pursuant to subsection 2.4.

"SENIOR AGENT" means, (i) until Payment in Full of all Detroit

L/C Obligations, Detroit L/C Facility Agent and (ii) from and after Payment in

Full of all Detroit L/C Obligations and until Payment in Full of all New L/C

Obligations, New L/C Agent, and (iii) after Payment in Full of all Detroit L/C

Obligations and New L/C Obligations, High Yield Trustee.

"SENIOR CREDITOR" shall have the meaning assigned to that term

in subsection 4.2(f).

"SUBJECT FISCAL YEAR" shall have the meaning assigned to that

term in subsection 4.1(b).

"SUBSIDIARY" means, with respect to any Person, any

corporation, partnership, trust, limited liability company, association, joint

venture or other business entity of which more

Domestic Intercreditor Agreement

<PAGE>

than 50% of the total voting power of shares of stock or other ownership

interests entitled (without regard to the occurrence of any contingency) to vote

in the election of the members of the Governing Body is at the time owned or

controlled, directly or indirectly, by that Person or one or more of the other

Subsidiaries of that Person or a combination thereof. Any reference contained

herein to one or more Subsidiaries of Company shall, unless otherwise expressly

indicated, not include CPIH or any of its Subsidiaries.

"SUPPLEMENTAL COLLATERAL AGENT" has the meaning assigned to

that term in subsection 6.1(c).

"THIRD-PARTY GUARANTY" shall have the meaning assigned to that

term in subsection 4.2(i).

"UCC" means the Uniform Commercial Code as the same may, from

time to time, be in effect in the State of New York; provided, however, in the

event that, by reason of mandatory provisions of law, the priority of any

Secured Party's security interest in any Collateral is governed by the Uniform

Commercial Code as in effect in a jurisdiction other than the State of New York,

the term "UCC" means the Uniform Commercial Code as in effect in such other

jurisdiction for purposes of the provisions hereof relating to such priority and

for purposes of definitions related to such provisions.

"UNITED STATES" means the United States of America.

1.2 OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

(a) Any of the terms defined herein may, unless the context

otherwise requires, be used in the singular or the plural, depending on

the reference.

(b) References to "Sections" and "subsections" shall be to

Sections and subsections, respectively, of this Agreement unless

otherwise specifically provided.

following any general statement, term or matter, shall not be construed

to limit such statement, term or matter to the specific items or

matters set forth immediately following such word or to similar items

or matters, whether or not nonlimiting language (such as "without

limitation" or "but not limited to" or words of similar import) is used

with reference thereto, but rather shall be deemed to refer to all

other items or matters that fall within the broadest possible scope of

such general statement, term or matter.

(d) In the event of any refinancing, replacement or extension

of any Facility Agreement, references in this Agreement to sections or

subsections of such Facility Agreement shall refer to the functionally

equivalent sections or subsections in such refinanced, replaced or

extended agreement as the context requires.

SECTION II

2.1 APPOINTMENT AS COLLATERAL AGENT. Each Creditor Party

executing this Agreement, and High Yield Trustee and each High Yield Noteholder,

by its acceptance of the

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<PAGE>

benefits of the Collateral Documents and of this Agreement, (i) appoints Bank of

America to serve as collateral agent and representative of each such Secured

Party (to the extent applicable) under this Agreement and each of the Collateral

Documents (in such capacity, together with its successors in such capacity, the

"COLLATERAL AGENT") and (ii) irrevocably authorizes Collateral Agent to act as

agent for the Secured Parties for the purpose of executing and delivering, on

behalf of all such Secured Parties, the Collateral Documents and, subject to the

provisions of this Agreement, for the purpose of exercising such powers, rights

and remedies hereunder and under the other Collateral Documents as are

specifically delegated or granted to Collateral Agent by the terms hereof and

thereof, together with such powers, rights and remedies as are reasonably

incidental thereto. For the avoidance of doubt, it is understood and agreed that

the Collateral Agent is the "Secured Party" or, as the case may be, the

"Mortgagee" referred to in the Collateral Documents. Each Creditor Party and

Collateral Agent, and High Yield Trustee and each High Yield Noteholder, by its

acceptance of the benefits of the Collateral Documents and this Agreement,

hereby appoint each other Secured Party as agent for the purpose of perfecting

Collateral Agent's security interest in Collateral that, in accordance with the

UCC, can be perfected by possession or control.

2.2 DECISIONS RELATING TO ENFORCEMENT ACTIONS AND OTHER

MATTERS VESTED IN REQUISITE OBLIGEES.

(a) Collateral Agent agrees to take such Enforcement Actions

and all such actions with respect to Collateral which is perfected only

by control of such Collateral, in each case as may be directed by

Requisite Obligees (it being understood and agreed that if at any time

Collateral Agent determines that the requisite percentages constituting

Requisite Obligees shall have been obtained, the Collateral Agent may

and shall be fully authorized, as of such time and without the need for

further direction from any Secured Party, to take or not take such

action as the Requisite Obligees direct); provided, however, that

notwithstanding anything in this Agreement to the contrary, Collateral

Agent shall not be required to take any action that is in its judgment

contrary to law or to the terms of this Agreement or any or all of the

Collateral Documents or which would in its opinion subject it or any of

its officers, employees or directors to liability, and Collateral Agent

shall not be required to take any action under this Agreement or any or

all of the Collateral Documents unless and until Collateral Agent shall

be indemnified to its satisfaction by the relevant Parties against any

and all losses, costs, expenses or liabilities in connection therewith.

(b) Each Creditor Party executing this Agreement or an

acknowledgment hereto, and the High Yield Trustee and each holder of a

High Yield Note, by its acceptance of the benefits hereof and of the

Collateral Documents, agree that Collateral Agent may act as Requisite

Obligees may request (regardless of whether any individual Party or any

other Secured Party (including the holders of the High Yield Notes)

agrees, disagrees or abstains with respect to such request), that

Collateral Agent shall have no liability for acting in accordance with

such request (provided such action does not conflict with the express

terms of this Agreement) and that no Secured Party shall have any

liability to any other Secured Party for any such request, except, in

each case, liability arising from the gross negligence or willful

misconduct of such Person. Collateral Agent shall give prompt notice to

all Creditor Parties and the High Yield

Domestic Intercreditor Agreement

<PAGE>

Trustee of actions taken pursuant to the instructions of Requisite

Obligees; provided, however, that the failure to give any such notice

shall not impair the right of Collateral Agent to take any such action

or the validity or enforceability under this Agreement and the

applicable Collateral Documents of the action so taken.

the Requisite Obligees with respect to the Collateral Documents as to

any course of action or other matter relating hereto or to the

Collateral Documents. Except as otherwise provided in the Collateral

Documents, directions given by Requisite Obligees to Collateral Agent

with respect to the Collateral and Collateral Documents shall be

binding on all Secured Parties for all purposes (provided such

directions do not conflict with the express terms of this Agreement).

(d) Each Creditor Party, the High Yield Trustee, and each

holder of a High Yield Note, by accepting the benefits hereof and of

the Collateral Documents, agrees not to take any Enforcement Action

whatsoever, in each case except through Collateral Agent in accordance

with this Agreement; provided, however, that (i) Detroit L/C Agents and

Detroit L/C Lenders may apply Collateral on deposit in the Detroit L/C

Cash Collateral Account to the payment of the Detroit L/C Obligations

and otherwise exercise rights of setoff with respect thereto, in each

case in accordance with the terms of the Detroit L/C Facility Agreement

and the Security Agreement and (ii) New L/C Agent and New L/C Lenders

may apply Collateral on deposit in the New L/C Cash Collateral Account

to the payment of the New L/C Obligations and otherwise exercise rights

of setoff with respect thereto, in each case in accordance with the

terms of the New L/C Facility Agreement and the

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