INTERCREDITOR AGREEMENT

Intercreditor Agreement

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COVANTA ENERGY CORP

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Title: INTERCREDITOR AGREEMENT
Governing Law: New York Date: 3/30/2004
Industry: Electric Utilities Sector: Utilities

INTERCREDITOR AGREEMENT, Parties: covanta energy corp

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Exhibit 10.1(w)

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 POWER INTERNATIONAL HOLDINGS, INC., a Delaware corporation ("CPIH"

or "COMPANY"), and THE SUBSIDIARIES OF CPIH LISTED ON THE SIGNATURE PAGES HEREOF

AS REVOLVER BORROWERS (together with Company, collectively, "REVOLVER BORROWERS"

and each a "REVOLVER BORROWER") and THE SUBSIDIARIES OF CPIH LISTED ON THE

SIGNATURE PAGES HEREOF AS TERM LOAN BORROWERS (together with Company,

collectively, "TERM LOAN BORROWERS" and each a "TERM LOAN BORROWER"; the

Revolver Borrowers together with the Term Loan Borrowers, collectively,

"BORROWERS" and each a "BORROWER"); COVANTA ENERGY AMERICAS, INC., a Delaware

corporation ("CEA"); THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES

HEREOF AS REVOLVER LENDERS (each, in its capacity as a Revolver Lender, together

with any other Person (this and other capitalized terms used herein without

definition being used as defined in subsection 1.1) that becomes a party hereto

as a Revolver Lender pursuant to subsection 6.1(f), individually referred to

herein as a "REVOLVER LENDER" and collectively as "REVOLVER LENDERS"); THE

PERSONS IDENTIFIED AS TERM LOAN LENDERS ON THE SIGNATURE PAGES HEREOF (each, in

its capacity as a Term Loan Lender, together with any other Person that becomes

a party hereto as a Term Loan Lender pursuant to subsection 6.1(f) or subsection

7.1(c), individually referred to herein as a "TERM LOAN LENDER" and collectively

as "TERM LOAN LENDERS"); BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as

administrative agent for Term Loan Lenders (and any successor, administrative

agent for Term Loan Lenders pursuant to the Term Loan Agreement, in such

capacity "TERM LOAN AGENT"), as Collateral Agent and as Cash Management Bank;

DEUTSCHE BANK SECURITIES, INC., as documentation agent for Term Loan Lenders

(and any successor documentation agent for the Term Loan Lenders pursuant to the

Term Loan Agreement, in such capacity "TERM LOAN DOCUMENTATION AGENT"); DEUTSCHE

BANK AG, NEW YORK BRANCH, as administrative agent for Revolver Lenders (and any

successor administrative agent for Revolver Lenders pursuant to the Revolver

Credit Agreement, in such capacity "REVOLVER AGENT"); U.S. BANK NATIONAL

ASSOCIATION, in its capacity as agent for the holders of the Prepetition

Unsecured Claims Participation Interest pursuant to the Plan of Reorganization

(in such capacity, the "PREPETITION UNSECURED CLAIMS Agent"); THE COMPANIES

LISTED ON THE SIGNATURE PAGES HEREOF AS MANAGEMENT SERVICES AND REIMBURSEMENT

AGREEMENT BENEFICIARIES (the "MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT

BENEFICIARIES"); THE COMPANIES LISTED ON THE SIGNATURE PAGES HEREOF AS

MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT OBLIGORS (the "MANAGEMENT

SERVICES AND REIMBURSEMENT AGREEMENT OBLIGORS") and the other Persons who may

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

with subsections 6.1(f) of this Agreement; WELLS FARGO BANK, N.A., as Debenture

Disbursing Agent; and U.S. BANK NATIONAL ASSOCIATION, as Allowed Class 6

Disbursing Agent.

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R E C I T A L S

WHEREAS, the Borrowers have proposed, their creditors have approved,

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

WHEREAS, in connection with the Plan of Reorganization,

simultaneously herewith the Borrowers have received financing pursuant to the

Term Loan Agreement and Revolver Credit Agreement;

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

Revolver Lenders to enter into and extend credit under the Revolver Credit

Agreement, (ii) the obligations of Term Loan Lenders to enter into and extend

credit under the Term Loan Agreement, (iii) the obligations of Management

Services and Reimbursement Agreement Beneficiaries to enter into the Management

Services and Reimbursement Agreement and (iv) the effectiveness of the Plan of

Reorganization, as applicable, that each Party shall have executed and delivered

this Agreement to the Collateral Agent;

WHEREAS, on the date hereof Loan Parties have executed and delivered

to Collateral Agent the Collateral Documents pursuant to which Loan Parties

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

Revolver Borrowers, all Obligations of Revolver Borrowers under and in respect

of the Revolver Credit Agreement and all other Revolver Documents to which

Revolver Borrowers are a party to from time to time, in each case as described

therein, and (ii) in the case of Term Loan Borrowers, all Obligations of Term

Loan Borrowers under and in respect of the Term Loan Agreement and all other

Term Loan Documents to which Term Loan Borrowers are party to from time to time,

in each case as described therein;

WHEREAS, Creditor Parties desire to set forth certain provisions

regarding the appointment, duties and responsibilities of Collateral Agent and

to set forth certain other provisions concerning the obligations of Loan Parties

to Creditor Parties under the agreements referred to in the foregoing recitals;

and

WHEREAS, Creditor Parties wish to set forth their mutual intentions

as to certain matters relating to the exercise of remedies with respect to the

Collateral and payments made by or for the account of the applicable Loan

Parties under the Credit Documents as more fully set forth herein.

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

SECTION I

1.1 DEFINITIONS. Terms used in the Agreement have the meanings set

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

shall have the following meanings:

"ADDITIONAL INTEREST LOANS" means "Additional Interest Loans" as

such term is defined in the Term Loan Agreement.

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

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

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

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

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

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

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

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

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

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

Agent.

"AGGREGATE NET SALES PROCEEDS" means (i) Net Asset Sales Proceeds

and (ii) Proceeds received by Collateral Agent in connection with the

foreclosure or other disposition of Collateral in connection with any

Enforcement Action.

"ALLOWED CLASS 6 CLAIMS" means "Allowed Class 6 Claims" as such term

is defined in the Approved Plan of Reorganization.

"ALLOWED CLASS 6 CLOSING DATE" means the date on which the

Bankruptcy Court shall have entered the Allowed Class 6 Disbursing Agent

Authorization Order.

"ALLOWED CLASS 6 DISBURSING AGENT" means U.S. Bank National

Association, in its capacity as disbursing agent for the holders of the Allowed

Class 6 Claims, and each of its successors, under the Approved Plan of

Reorganization, Confirmation Order, the Allowed Class 6 Disbursing Agent

Authorization Order, and the agency agreement relating thereto to be entered

into on or after the Closing Date.

"ALLOWED CLASS 6 DISBURSING AGENT AUTHORIZATION ORDER" means an

order or orders of the Bankruptcy Court authorizing U.S. Bank National

Association to enter into this Agreement as a Term Loan Lender and to serve as

the Allowed Class 6 Disbursing Agent with respect to Term Loans allocable to the

Allowed Class 6 Disbursing Agent as described in the first sentence of

subsection 9.25A(i) of the Term Loan Agreement.

"ALLOWED CLASS 6 INTEREST" means, with respect to any Non-Confirming

Holder, (i) prior to the Closing Date, an Allowed Class 6 Claim of such

Non-Confirming Holder, and (ii) on and after the Closing Date, the interest held

by such Non-Confirming Holder in any Term Loan distributed on the Allowed 6

Closing Date or the Determination Date to the Allowed Class 6 Disbursing Agent.

"APPROVED OPERATING EXPENSES" means, as at any date of

determination, the following operating expenses of Company and its Domestic

Subsidiaries: (i) payments then due and payable by Company to Covanta pursuant

Sections 2, 3, and 4(a) of the Management Services and Reimbursement Agreement,

(ii) amounts then due and payable to DHC pursuant to Section 6 of the DHC Tax

Sharing Agreement, and (iii) fees and expenses then due and payable to senior

executive management of Company (including any success-based fees). "Approved

Operating Expenses" shall not include any Management Services and Reimbursement

Agreement Obligations or operating expenses directly related to any Project

(other than

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operating expenses related to a Project and payable to Management Services and

Reimbursement Agreement Beneficiaries pursuant to the Management Services and

Reimbursement Agreement).

"APPROVED PLAN OF REORGANIZATION" means the Plan of Reorganization

and all amendments, modifications, revisions and restatements thereof, if any,

approved by the creditors of Borrowers in requisite number and percentage, and

confirmed by the Bankruptcy Court pursuant to the Confirmation Order and

delivered to Revolver Agents and Term Loan Agents.

"ASSET SALE" means (A) the sale by CEA of any of the Capital Stock

of Company to any Person or (B) the sale by Company or any of its Subsidiaries

to any Person of (i) any of the Capital Stock of any of Company's Subsidiaries,

(ii) substantially all of the assets of any division or line of business of

Company or any of its Subsidiaries, or (iii) any other assets (whether tangible

or intangible) of Company or any of its Subsidiaries (other than (a) inventory

sold in the ordinary course of business and (b) any such other assets to the

extent that the aggregate value of such assets sold in any single transaction or

related series of transactions is equal to $250,000 or less and the aggregate

value of all such other assets since the Closing Date is equal to $1,000,000 or

less, in each case so long as not less than 90% of the consideration received

for such assets shall be cash); provided, however, that Asset Sales shall not

include (1) any sale or discount, in each case without recourse, of accounts

receivable arising in the ordinary course of business, but only in connection

with the compromise or collection thereof (provided, that sales and discounts of

not more than $2,000,000 in the aggregate in face value of accounts receivable

may be excluded from Asset Sales pursuant to this clause (1), and the sole

consideration received in connection with any such sale of accounts receivable

shall be cash), (2) any sale or exchange of specific items of equipment, so long

as the purpose of each such sale or exchange is to acquire (and results within

120 days of such sale or exchange in the acquisition of) replacement items of

equipment which are the functional equivalent of the item of equipment so sold

or exchanged (provided, that any cash received in connection with any such sale

or exchange, to the extent in excess of the amounts set forth in clause (b) of

this definition, shall be deemed cash proceeds of an Asset Sale), (3) disposals

of obsolete, worn out or surplus property in the ordinary course of business

(provided, that not less than 75% of the consideration, if any, received in

connection with any such disposal shall be cash, and any such cash received, to

the extent in excess of the amounts set forth in clause (b) of this definition,

shall be deemed cash proceeds of an Asset Sale), or (4) any discount or

compromise of notes or accounts receivable for less than the face value thereof,

to the extent Company deems necessary in order to resolve disputes that occur in

the ordinary course of business or (5) any sale of shares in the Madurai Project

Entity permitted under subsection 6.7(vi) of each Credit Agreement.

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

the introduction to this Agreement.

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

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

"BANKRUPTCY COURT" means the United States Bankruptcy Court for the

Southern District of New York and any other court properly exercising

jurisdiction over any relevant Chapter 11 Case.

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

regardless of the reason therefor:

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

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

case under the Bankruptcy Code or any applicable bankruptcy, insolvency or

other similar law now or hereafter in effect, which decree or order is not

stayed; or any other similar relief shall be granted under any applicable

federal, or state law; or (ii) an involuntary case shall be commenced

against any Loan Party under any applicable bankruptcy, insolvency or

other similar law now or hereafter in effect; or a decree or order of a

court having jurisdiction in the premises for the appointment of a

receiver, liquidator, sequestrator, trustee, custodian or other officer

having similar powers over any Loan Party, or over all or a substantial

part of its property, shall have been entered; or the involuntary

appointment of an interim receiver, trustee or other custodian of any Loan

Party for all or a substantial part of its property; or the issuance of a

warrant of attachment, execution or similar process against any

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

any such event in clause (ii) for 60 days unless dismissed, bonded or

discharged; or

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

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

any applicable bankruptcy, insolvency or other similar law now or

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

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

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

or taking possession by a receiver, trustee or other custodian for all or

a substantial part of its property, or shall make any assignment for the

benefit of creditors; or

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

any Loan Party in writing of its inability, to pay its debts as such debts

become due; or the Governing Body (or any committee thereof) of any Loan

Party adopts any resolution or otherwise authorizes action to approve any

of the actions referred to in clause (i) or this clause (ii); or

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

and such order shall remain undischarged or unstayed for a period in

excess of 30 days.

"BANKRUPTCY PROCEEDING" means any case or proceeding of the type

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

Party.

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

terms in the introduction to this Agreement.

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

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

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

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

governmental action to close.

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

a Person.

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

in the definition of "Cash Management System".

"CASH MANAGEMENT OBLIGATIONS" means the obligations of Borrowers to

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

including any liability of Borrower on any claim arising out of or relating to

the Cash Management System, whether or not the right to payment in respect of

such claim is reduced to judgment, liquidated, unliquidated, fixed or

contingent, matured, disputed, undisputed, legal, equitable, secured or

unsecured, and whether or not such claim is discharged, stayed or otherwise

affected by any bankruptcy, insolvency, reorganization or other similar

proceeding.

"CASH MANAGEMENT SYSTEM" means the cash management system of Company

and its Subsidiaries in the United States maintained with Bank of America (in

such capacity, "CASH MANAGEMENT BANK") as described in Schedule 3.1P annexed to

each Credit Agreement, as such Cash Management System may be modified pursuant

to subsection 5.10 of each Credit Agreement, and any other related services

provided by Cash Management Bank to Company and its Subsidiaries, including

treasury, depositary and cash management services or in connection with

automated clearing house transfers of funds.

"CASH ON HAND" means, as of any date of determination, the aggregate

amounts on deposit in the Cash Management System in the United States as of the

close of business on the preceding Business Day.

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

introduction to this Agreement.

"CEA STOCK PLEDGE AGREEMENT" means the Pledge Agreement executed and

delivered by CEA on the Closing Date, substantially in the form of Exhibit VIII

annexed to the Term Loan Agreement (it being understood that such Pledge

Agreement shall contain a covenant requiring CEA to pay to Collateral Agent any

proceeds received by it from or in connection with the sale of any of the common

stock of Company to any Person), as such Pledge Agreement may thereafter be

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

extent permitted pursuant to subsection 2.4.

"CLOSING DATE" means March 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 Proceeds thereof.

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

subsection 2.1.

"COLLATERAL DOCUMENTS" means the Security Agreement, any foreign

pledge agreements, Control Agreements, Mortgages (as defined in the Credit

Agreements), CEA Stock

<PAGE>

Pledge Agreement and all other instruments or documents (pursuant to which a

Lien to secure all or any portion of the Secured Obligations is purported or

intended to be created, granted, evidenced or perfected) delivered from time to

time by any Loan Party pursuant to the Credit Agreements or any other Revolver

Document or Term Loan Document, in each case in order to grant to Collateral

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

of the Secured Obligations, as such instruments and documents may be amended,

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

permitted pursuant to subsection 2.4.

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

introduction to this Agreement.

"CONFIRMATION ORDER" means the Findings of Fact, Conclusions of Law

and Order under 11 U.S.C. Section 1129 and Rule 3020 of the Federal Rules of

Bankruptcy Procedure Confirming Debtors' Second Joint Plan of Reorganization

under Chapter 11 of the Bankruptcy Code entered by the Bankruptcy Court on March

5, 2004 in the Chapter 11 Cases, without modification, revision or amendment.

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

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

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

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

to which it or any of its properties is subject.

"CONTROL AGREEMENT" means an agreement, satisfactory in form and

substance to Revolver Agent and Term Loan Agent and executed by the financial

institution or securities intermediary at which a Deposit Account or a

Securities Account, as the case may be, is maintained, pursuant to which such

financial institution or securities intermediary confirms and acknowledges

Collateral Agent's security interest in such account, and agrees that the

financial institution or securities intermediary, as the case may be, will

comply with instructions originated by Collateral Agent as to disposition of

funds in such account, without further consent by Company or any Subsidiary, as

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

time to time to the extent permitted pursuant to subsection 2.4.

"COVANTA" means Covanta Energy Corporation, a Delaware

corporation.

"CREDIT AGREEMENTS" means the Term Loan Agreement and Revolver

Credit Agreement.

"CREDIT DOCUMENTS" means, collectively, (i) the Term Loan Agreement

and the other Term Loan Documents, (ii) the Revolver Credit Agreement and the

other Revolver Documents, and (iii) the Management Services and Reimbursement

Agreement, in each case as they may be amended, restated, supplemented or

otherwise modified from time to time to the extent permitted thereunder and

pursuant to subsection 2.5.

"CREDITOR OBLIGATIONS" means, collectively, the Approved Operating

Expenses, Revolver Loan Obligations, Term Loan Obligations, Management Services

and Reimbursement Agreement Obligations, Cash Management Obligations, and

Prepetition Unsecured Claims Participation Interest.

<PAGE>

"CREDITOR PARTIES" means Collateral Agent, Revolver Agent, Term Loan

Agents, Revolver Lenders, Term Loan Lenders, Cash Management Bank, Prepetition

Unsecured Claims Agent and Management Services and Reimbursement Agreement

Beneficiaries.

"DEBENTURE CLOSING DATE" means the date on which the Bankruptcy

Court shall have entered the Debenture Disbursing Agent Authorization Order.

"DEBENTURE DISBURSING AGENT" means Wells Fargo Bank, N.A., in its

capacity as disbursing agent for the holders of the 9.25% Debentures, and each

of its successors, under the Approved Plan of Reorganization, the Confirmation

Order, the Debenture Disbursing Agent Authorization Order and the disbursing

agreement relating thereto to be entered into on or after the Closing Date.

"DEBENTURE DISBURSING AGENT AUTHORIZATION ORDER" means an order or

orders of the Bankruptcy Court authorizing Wells Fargo Bank, N.A. to enter into

this Agreement as a Term Loan Lender and to serve as the Debenture Disbursing

Agent with respect to Term Loans allocable to the Debenture Disbursing Agent as

described in the first sentence of subsection 9.25A(i) of the Term Loan

Agreement.

"DEBENTURE INTEREST" means, with respect to any Non-Confirming

Holder, (i) prior to the Debenture Closing Date, the claim in respect of the

9.25% Debentures held by such Non-Confirming Holder, and (ii) on and after the

Debenture Closing Date, the interest held by such Non-Confirming Holder in any

Term Loan distributed on the Debenture Closing Date or the Determination Date to

the Debenture Disbursing Agent; provided, however, that any Debenture Interest

shall cease to be a Debenture Interest at such time that the Non-Confirming

Holder with respect thereto shall become a Lender in accordance with subsection

9.25 of the Term Loan Agreement.

"DETERMINATION DATE" means the "Determination Date" as defined in

the Approved Plan of Reorganization.

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

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

savings bank, savings and loan association, credit union or trust company.

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

"DHC TAX SHARING AGREEMENT" means the tax sharing agreement entered

into by DHC, Company and Covanta on the Closing Date, as such agreement may be

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

extent permitted thereunder and pursuant to subsection 2.5(a).

"DISBURSING AGENT" means either Debenture Disbursing Agent or

Allowed Class 6 Disbursing Agent, and "DISBURSING AGENTS" means each of them.

"DISTRIBUTION" means, with respect to any Creditor Obligation, (a)

any payment or distribution by Covanta or any of its Subsidiaries of cash,

securities or other assets and properties of any kind whatsoever, real or

personal, tangible or intangible, or mixed, whether

<PAGE>

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

by set-off or otherwise, on account of such Creditor Obligation, (b) any

redemption, purchase or other acquisition of such Creditor Obligation by Covanta

or any of its Subsidiaries or (c) the granting of any Lien to or for the benefit

of the holders of such Creditor Obligation in or upon any or all assets and

properties of any kind whatsoever, real or personal, tangible or intangible, or

mixed, whether now owned or existing or hereafter acquired or arising and

wheresoever located of Covanta or any of its Subsidiaries.

"DOMESTIC SUBSIDIARY" means any Subsidiary of any Borrower that is

incorporated or organized under the laws of the United States, any state thereof

or in the District of Columbia.

"ENFORCEMENT ACTION" shall mean the exercise by any Secured Party of

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

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

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

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

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

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

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

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

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

otherwise in connection with the preservation or protection of any of the

Collateral, its value or any rights or remedies therein or otherwise or as may

be deemed necessary or appropriate to enhance the likelihood or maximize the

repayment of the Secured Obligations.

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

Loan Event of Default.

"EXISTING IPP INTERNATIONAL PROJECT GUARANTIES" means, collectively,

(i) the existing guaranty by Covanta Energy Group of the obligations of certain

Subsidiaries of Company under certain agreements relating to the Haripur

Project, the Samalpatti Project and the Trezzo Project, (ii) the existing

guaranty by Covanta Projects, Inc. of the obligations of certain Subsidiaries of

Company under certain agreements relating to the Quezon Project, and (iii) the

existing guaranty by Covanta of the obligations certain Subsidiaries of Company

under certain agreements relating to the Balaji/Madurai Project and the LICA

Project, as each such guaranty may be amended, restated, supplemented or

otherwise modified to the extent permitted pursuant to subsection 2.5(a).

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

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

Person that is a corporation, partnership, trust or limited liability company.

"GROSS RECEIPTS" means, in respect of any Asset Sale, the total cash

payments (including any cash received by way of deferred payment pursuant to, or

by monetization of, a note receivable or otherwise, but only as and when so

received) received from such Asset Sale minus any repayment of debt related to

the assets sold in such Asset Sale which is made in connection with such Asset

Sale and is not prohibited under the Revolver Credit Agreement and Term Loan

Agreement.

<PAGE>

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

subsection 4.2(e).

"LENDERS" means Term Loan Lenders and Revolver Lenders.

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

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

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

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

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

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

Management Services and Reimbursement Agreement Obligors.

"MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT" means the

management services and reimbursement agreement entered into by Company and

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

form and substance satisfactory to Revolver Agent and Term Loan Agents as such

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

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

"MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT Beneficiaries"

shall have the meaning assigned to that term in the introduction to this

Agreement.

"MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT OBLIGATIONS" means,

as at any date of determination, the obligations of Management Services and

Reimbursement Agreement Obligors then due and payable under Section 4(b) of the

Management Services and Reimbursement Agreement; provided, however, that no such

obligations shall be included in "Management Services and Reimbursement

Agreement Obligations" if such obligation arises as a result of (i) any action

or inaction by Covanta or any of its Subsidiaries (other than Company and its

Subsidiaries), not triggered by a failure to perform by Company or any of its

Subsidiaries or (ii) the failure of any Management Services and Reimbursement

Agreement Beneficiary to renew, replace or extend, or cause the renewal,

replacement or extension of, a Letter of Credit (as defined in the Management

Services and Reimbursement Agreement); provided, however that the letter of

credit dated February 28, 1999 issued by Citibank, N.A. to secure an obligation

of NEPC Consortium Ltd. under certain Haripur project documents, and any

renewal, replacement or extension of such letter of credit, shall in each case

be excluded under this clause (ii) to the extent such letter of credit is not

renewed, replaced or extended as a result of (x) the refusal of the issuer

thereof (or any other proposed issuer acceptable to the beneficiary thereof) to

so renew, replace or extend such letter of credit on an unsecured basis or (y)

the failure of any other account party thereunder to satisfy any condition

precedent imposed by the issuer thereof (or any other proposed issuer acceptable

to the beneficiary thereof) to such renewal, replacement or extension.

"MANAGEMENT SERVICES AND REIMBURSEMENT AGREEMENT OBLIGORS" shall

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

"MANDATORY PAYMENTS" means any amount described in subsections

2.4A(iii)(a)-(e) of the Revolver Credit Agreement and subsections

2.4A(ii)(a)-(e) of

<PAGE>

the Term Loan Agreement to be applied as a prepayment of the Term Loans and/or

the Revolver Loans and/or a permanent reduction of the Revolver Loan

Commitments.

"NET ASSET SALE PROCEEDS" means, with respect to any Asset Sale,

Gross Receipts received from such Asset Sale, net of any bona fide direct costs

incurred in connection with such Asset Sale, including (i) income taxes

reasonably estimated to be actually payable prior to the earlier of (a) the date

which is eighteen months from the date of such Asset Sale and (b) the Maturity

Date as a result of any gain recognized in connection with such Asset Sale, (ii)

additional Taxes actually payable upon the closing of such Asset Sale (including

any transfer Taxes or Taxes on gross receipts), (iii) actual, reasonable and

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

reasonable fees to advisors and severance costs that are due (pursuant to a

Contractual Obligation of Company or any of its Subsidiaries in effect prior to

such Asset Sale or pursuant to applicable law) and payable immediately upon

consummation of such Asset Sale to employees of Company and its Subsidiaries

that are terminated as a result thereof) paid to Persons other than Company and

its Subsidiaries and their respective Affiliates in connection with such Asset

Sale (including fees necessary to obtain any required consents of such Persons

to such Asset Sale), and (iv) payment of the outstanding principal amount of,

premium or penalty, if any, and interest on any indebtedness (other than

Revolver Loans and Term Loans) that is (x) secured by a valid, enforceable and

perfected Lien on the stock or assets in question that is permitted under

subsection 6.2 of each Credit Agreement and (y) required to be repaid under the

terms of such indebtedness as a result of such Asset Sale (without duplication

of amounts deducted in calculating the Gross Receipts from such Asset Sale) and

is permitted to be paid under the Credit Documents.

"NET INSURANCE/CONDEMNATION PROCEEDS" means any cash payments or

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

interruption or casualty insurance policy in respect of a covered loss

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

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

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

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

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

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

March 10, 2007 as a result of the receipt of such payments of proceeds and (b)

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

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

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

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

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

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

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

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

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

Subsidiaries and their respective Affiliates in connection with the relevant

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

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

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

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

pursuant to Contractual Obligations in effect on the Closing Date, or which were

entered into after the Closing Date with respect to the financing or acquisition

of a Project, to use for purposes other than application pursuant to subsection

4.1(b).

<PAGE>

"9.25% DEBENTURES" means the "9.25% Debenture Claims" as such term

is defined in the Approved Plan of Reorganization.

"NON-CONFIRMING HOLDER" means, on any date of determination, a

Person that holds on such date a Debenture Interest or an Allowed Class 6

Interest in Term Loans initially allocable in accordance with subsection

9.25A(i) of the Term Loan Agreement to the Debenture Disbursing Agent or the

Allowed Class 6 Disbursing Agent, respectively.

"OBLIGATIONS" means all obligations of every nature of Loan Parties

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

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

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

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

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

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

other similar proceeding. Without limiting the generality of the foregoing, the

Obligations of the Loan Parties under the Credit Documents include (a) the

obligation to pay principal, interest (including all interest which accrues

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

insolvency of, or for the reorganization of, any Loan Party, whether or not

allowed in such case or proceeding), charges, expenses, fees, attorneys' fees

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

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

any amount in respect of any of the foregoing that any Agent or any Lender, in

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

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

as creating any obligations of DHC under the Credit Documents that are not

expressly set forth in such Credit Documents.

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

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

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

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

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

liability company.

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

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

funds of all of such Revolver Loan Obligations and, other than for purposes of

subsection 4.2(a), the termination of all Revolver Loan Commitments, (ii) as to

the Term Loan Obligations, the payment and satisfaction in full in immediately

available funds of all of such Term Loan Obligations and the termination of the

Term Loan Commitments, (iii) as to the Approved Operating Expenses, the payment

in full in immediately available funds of all such Approved Operating Expenses

to the extent then due and payable, (iv) as to the Management Services and

Reimbursement Agreement Obligations, the payment and satisfaction in full in

immediately available funds of all of such Management Services and Reimbursement

Agreement Obligations to the extent then due and payable pursuant to the

Management Services and Reimbursement Agreement, (v) as to any amounts payable

hereunder with respect to the Prepetition Unsecured Claims Participation

Interest, the payment to Prepetition Unsecured Claims Agent of 5% of the

aggregate cumulative amount of Aggregate Net Sales Proceeds not to exceed

$4,000,000 and (vi) as to any other Secured Obligations, the payment and

satisfaction in full in immediately available funds of all

<PAGE>

such Secured Obligations then outstanding. If after receipt of any payment of,

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

Obligations, Collateral Agent or any other Creditor Party, as applicable, is

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

reason, then the Creditor Obligations intended to be satisfied by such payment

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

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

Collateral Agent or such other Creditor Party, as the case may be.

"PARTIES" means the Loan Parties, Secured Parties and Creditor

Parties from time to time party to this Agreement.

"PERMITTED ENCUMBRANCES" shall have the meaning assigned to that

term in both the Term Loan Agreement and Revolver Credit Agreement as in effect

on the date hereof.

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

corporations, limited partnerships, general partnerships, limited liability

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

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

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

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

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

administrative or regulatory bodies thereof.

"PETITION DATE" means April 1, 2002.

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

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

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

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

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

2004 in connection therewith.

"PREPETITION UNSECURED CLAIMS" means "Parent and Holding Company

Unsecured Claims" that are "Allowed," as such terms are defined in the Approved

Plan of Reorganization.

"PREPETITION UNSECURED CLAIMS AGENT" shall have the meaning assigned

to that term in the introduction to this Agreement.

"PREPETITION UNSECURED CLAIMS PARTICIPATION INTEREST" means the

right of holders of Allowed Class 6 Claims to receive 5% of the amount of

Aggregate Net Sale Proceeds up to but not exceeding the total sum of $4,000,000

in the aggregate.

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

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

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

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

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

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

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

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

of governmental authority),

<PAGE>

and (iii) any and all other consideration (in any form whatsoever) or other

amounts from time to time paid or payable under or in connection with any of the

Collateral upon disposition or otherwise.

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

plant, cogeneration plant, water treatment facility or other facility for the

generation of electricity or engaged in another line of business in which

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

Subsidiary or Subsidiaries of Company was, is or will be (as the case may be) an

owner, operator, manager or builder, and shall also mean any two or more of such

plants or facilities in which an interest has been acquired in a single

transaction, so long as such interest constitutes an existing Investment on the

Closing Date permitted under this Agreement; provided, however, that a Project

shall cease to be a Project of Company and its Subsidiaries at such time that

Company or any of its Subsidiaries ceases to have any existing or future rights

or obligations (whether direct or indirect, contingent or matured) associated

therewith.

"REQUISITE OBLIGEES" means (i) until Payment in Full of all Revolver

Loan Obligations, Requisite Revolver Lenders; and (ii) from and after Payment in

Full of all Revolver Loan Obligations, Requisite Term Loan Lenders.

"REQUISITE REVOLVER LENDERS" means Lenders having or holding more

than 50% of the aggregate Revolver Loan Exposure of all Revolver Lenders;

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

definition the Revolver Loan Exposure of each Revolver Loan Lender shall equal

the original Revolver Loan Commitment of such Revolver Loan Lender on the

Closing Date.

"REQUISITE TERM LOAN LENDERS" means Lenders having or holding more

than 50% of the aggregate Term Loan Exposure of all Term Loan Lenders; provided,

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

Term Loan Exposure of each Term Loan Lender shall equal the original Term Loan

Commitment of such Term Loan Lender on the Closing Date.

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

introduction hereto.

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

the introduction hereto.

"REVOLVER CREDIT AGREEMENT" means that (i) certain credit agreement

dated as of the date hereof by and among Company and the other Revolver

Borrowers, Revolver Lenders and Revolver Agent, (ii) any credit agreement

entered into by Revolver Borrowers to refinance, replace, renew or extend, in

whole or in party, the credit agreement referenced in clause (i) and the

indebtedness issued thereunder to the extent permitted pursuant to the Term Loan

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

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

extent permitted thereunder and pursuant to subsection 2.5(b).

<PAGE>

"REVOLVER DOCUMENTS" means the "Loan Documents" as such term is

defined in the Revolver Credit Agreement (or any comparable term with respect to

any replacement Revolver Credit Agreement not prohibited hereunder).

"REVOLVER EVENT OF DEFAULT" means an "Event of Default" under and as

defined in the Revolver Credit Agreement.

"REVOLVER LENDER" shall have the meaning assigned to that term in

the introduction to this Agreement.

"REVOLVER LOAN" or "REVOLVER LOANS" means the loans made (or deemed

made) by Revolver Lenders to Revolver Borrowers under the Revolver Credit

Agreement.

"REVOLVER LOAN COMMITMENT" means, as at any date of determination,

the commitment of a Revolver Lender to make Revolver Loans to Revolver Borrowers

pursuant to the Revolver Credit Agreement.

"REVOLVER LOAN EXPOSURE" with respect to any Revolver Lender, means,

as of any date of determination (i) prior to the termination of the Revolver

Loan Commitments, that Revolver Lender's Revolver Loan Commitment, and (ii)

after the termination of the Revolver Loan Commitments, the aggregate

outstanding principal amount of the Revolver Loans of that Revolver Lender.

"REVOLVER LOAN OBLIGATIONS" means any and all Obligations to the

extent arising under or with respect to the Revolver Loan Commitments or the

Revolver Loans, including principal and interest on any Revolver Loans and the

fees and other amounts accruing or otherwise owed with respect to the Revolver

Loan Exposure and all other Obligations of a Loan Party with respect to Revolver

Loans; provided, however, that Obligations of any Loan Party for interest or

commitment fees with respect to any Revolver Loan Document and Revolver Loan

Commitments that accrue or may be incurred under any Revolver Loan Document

after the commencement by or against any Loan Party of a Bankruptcy Proceeding

shall be included in the Revolver Loan Obligations solely to the extent

recoverable from such Loan Party or its estate in such proceeding.

"SECURED PARTIES" means Term Loan Lenders, Revolver Lenders, Term

Loan Agents, Revolver Agent, Cash Management Bank and Collateral Agent.

"SECURED OBLIGATIONS" means all Obligations of Loan Parties from

time to time under the Credit Agreements and the other Revolver Documents and

Term Loan Documents and all obligations owing to Collateral Agent hereunder or

under each Collateral Document, and all Cash Management Obligations.

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

trust certificates, certificates of interest or participation in any

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

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

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

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

shares or

<PAGE>

participations in temporary or interim certificates for the purchase or

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

foregoing.

"SECURITIES ACCOUNT" means an account to which a financial asset is

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

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

maintained as entitled to exercise the rights that comprise the financial asset.

"SECURITY AGREEMENT" means the Security Agreement executed and

delivered by Borrowers on the Closing Date pursuant to the Revolver Credit

Agreement and Term Loan Agreement, as such agreement may from time to time

hereafter be amended, restated, supplemented or otherwise modified to the extent

permitted pursuant to subsection 2.4.

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

Obligations, Revolver Loan Agent and (ii) from and after Payment in Full of all

Revolver Loan Obligations and until Payment in Full of all Term Loan

Obligations, Term Loan Agent.

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

subsection 4.2(e).

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

partnership, trust, limited liability company, association, joint venture or

other business entity of which more than 50% of the total voting power of shares

of stock or other ownership interests entitled (without regard to the occurrence

of any contingency) to vote in the election of the members of the Governing Body

is at the time owned or controlled, directly or indirectly, by that Person or

one or more of the other Subsidiaries of that Person or a combination thereof.

"SUPERPRIORITY TERM LOAN OBLIGATIONS" means all Term Loan

Obligations in respect of accrued and unpaid interest on the Term Loans

(including, for the avoidance of doubt, accrued and unpaid interest on

Additional Interest Loans; it being understood and agreed that, to the extent

interest on the Term Loans is paid through the issuance of Additional Interest

Loans pursuant to subsection 2.2B(ii) of the Term Loan Agreement, such interest

shall be deemed paid for purposes of this definition).

"SUPPLEMENTAL COLLATERAL AGENT" has the meaning assigned to that

term in subsection 6.1(c).

"TAX" or "TAXES" means any present or future tax, levy, impost,

duty, charge, fee, deduction or withholding of any nature and whatever called,

by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld

or assessed, including interest, penalties, additions to tax and any similar

liabilities with respect thereto.

"TERM LOAN" or "TERM LOANS" means the loans made (or deemed made) by

Term Loan Lenders to Term Loan Borrowers pursuant to the Term Loan Agreement,

including any Additional Interest Loans (as defined in the Term Loan Agreement)

and loans deemed made after the Closing Date pursuant to subsection 2.1 of the

Term Loan Agreement.

<PAGE>

"TERM LOAN AGENT" shall have the meaning assigned to that term in

the introduction to this Agreement.

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

Documentation Agent.

"TERM LOAN AGREEMENT" means that (i) certain credit agreement dated

as of the date hereof by and among Company and the other Term Loan Borrowers,

Term Loan Lenders and the Term Loan Agents, (ii) any credit agreement entered

into by the Term Loan Borrowers to refinance, replace, renew or extend, in whole

or in part, the credit agreement referenced in clause (i) and the indebtedness

thereunder to the extent permitted pursuant to the Revolver Credit Agreement, in

the case of clause (i) or (ii), as such credit agreement may be amended,

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

permitted thereunder and pursuant to subsection 2.5(c).

"TERM LOAN BORROWERS" shall have the meaning assigned to that term

in the introduction to this Agreement.

"TERM LOAN COMMITMENT" means, as at any date of determination, the

commitment of a Term Loan Lender to make Term Loans to Term Loan Borrowers

pursuant to the Term Loan Agreement.

"TERM LOAN DOCUMENTATION AGENT" shall have the meaning assigned to

that term in the introduction to this Agreement.

"TERM LOAN DOCUMENTS" means the "Loan Documents" as such term is

defined in the Term Loan Agreement (or any comparable term with respect to any

replacement Term Loan Agreement not prohibited hereunder).

"TERM LOAN EVENT OF DEFAULT" means an "Event of Default" under and

as defined in the Term Loan Agreement.

"TERM LOAN EXPOSURE" with respect to any Term Loan Lender, means, as

of any date of determination the aggregate outstanding principal amount of the

Term Loans of that Term Loan Lender.

"TERM LOAN LENDER" shall have the meaning assigned to that term in

the introduction to this Agreement.

"TERM LOAN OBLIGATIONS" means any and all Obligations to the extent

arising under or with respect to the Term Loan Commitments or the Term Loans,

including principal and interest on any Terms Loans and fees and other amounts

accruing or otherwise owed with respect to the Term Loan Exposure; provided,

however, that Obligations of any Loan Party for interest with respect to any

Term Loan Document and Term Loan Commitments that accrue or may be incurred

under any Term Loan Document after the commencement by or against any Loan Party

of a Bankruptcy Proceeding shall be included in the Term Loan Obligations solely

to the extent recoverable from such Loan Party or its estate in such proceeding.

<PAGE>

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

in subsection 4.2(h).

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

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

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

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

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

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

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

for purposes of definitions related to such provisions.

"UNITED STATES" means the United States of America.

1.2 OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

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

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

the reference.

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

and subsections, respectively, of this Agreement unless otherwise

specifically provided.

general statement, term or matter, shall not be construed to limit such

statement, term or matter to the specific items or matters set forth

immediately following such word or to similar items or matters, whether or

not nonlimiting language (such as "without limitation" or "but not limited

to" or words of similar import) is used with reference thereto, but rather

shall be deemed to refer to all other items or matters that fall within

the broadest possible scope of such general statement, term or matter.

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

Credit Agreement, references in this Agreement to sections or subsections

of such Credit Agreement shall refer to the functionally equivalent

sections or subsections in such refinanced, replaced or extended agreement

as the context requires.

SECTION II

2.1 APPOINTMENT AS COLLATERAL AGENT. Each Secured Party (i) appoints

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

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

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

capacity, the "COLLATERAL AGENT") and (ii) irrevocably authorizes Collateral

Agent to act as agent for the Secured Parties for the purpose of executing and

delivering, on behalf of all such Secured Parties, the Collateral Documents and,

subject to the provisions of this Agreement, for the purpose of exercising such

powers, rights and remedies hereunder and under the other Collateral Documents

as are specifically delegated or granted to Collateral Agent by the terms hereof

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

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

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

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

Collateral Agent hereby appoints

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