EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
2 (a) Agreement and Plan of Merger, Filed as Exhibit 2 to Ogden's
dated as of October 31, 1989, Form S-4 Registration Statement,
among Ogden, ERCI Acquisition File No. 33-32155 and
Corporation and ERC International incorporated herein by
Inc. reference.
(b) Amended and Restated Agreement Filed as Exhibit 2 to Ogden's
and Plan of Merger by and among Form S-4 Registration Statement,
Ogden Corporation, OPI dated October 27, 1994, File
Acquisition Corp. and Ogden No. 33-56181 and incorporated
Projects, Inc. dated as of herein by reference.
September 27, 1994.
4 (a) Ogden's Restated Certificate Filed as Exhibit (4)(a)
of Incorporation as amended. to Ogden's Form 10-Q for the
quarter ended September 30,
1990 and incorporated herein
by reference.
(b) Underwriting Agreement, dated Filed as Exhibit 1(b) to
as of March 4, 1992 by and among Ogden's Form 10-K for the
Ogden Corporation, Goldman Sachs fiscal year ended December 31,
& Co., J.P. Morgan Securities, 1991 and incorporated herein
Inc. and Salomon Brothers Inc. by reference.
(c) Indenture dated as of March 1, Filed as Exhibit (4)(c) to
1992 between Ogden Corporation Ogden's Form 10-K for fiscal
and The Bank of New York, year ended December 31, 1991,
Trustee, relating to Ogden's and incorporated herein by
$100 million debt offering. reference.
(d) Fiscal Agency Agreement and Filed as Exhibits (4)(a) and
Offering Memorandum describing (b) to Ogden's Form 10-K for
Ogden's $85 million 6% the fiscal year ended
Convertible Subordinated December 31, 1989 and
Debentures, Due 2002 and incorporated herein by
$75 million 5.75% Convertible reference.
Subordinated Debentures, Due
2002.
(e) Credit Agreement by and among Filed as Exhibit (10)(b) to
Ogden, The Bank of New York, as Ogden's Form 10-K for the
Agent and National Westminster fiscal year ended December 31,
Bank PLC, Swiss Bank Corporation 1989 and incorporated herein
and Union Bank of Switzerland by reference.
dated as of January 31, 1990.
(f) Amendment No. 1, dated December Filed as Exhibit (10)(i) to
28, 1990 to the Credit Agreement, Ogden's Form 10-K for the
dated January 31, 1990, by and fiscal year ended December 31,
among Ogden, the signatory Banks 1990 and incorporated herein
thereto and The Bank of New York, by reference.
as Agent.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
10 Material Contracts
10.1 Stock Purchase Agreement dated Filed as Exhibit (10)(d) to
May 31, 1988, between Ogden and Ogden's Form 10-K for the
Ogden Projects, Inc. fiscal year ended December 31,
1989 and incorporated herein
by reference.
10.2 Tax Sharing Agreement, dated Filed as Exhibit (10)(e) to
January 1, 1989 between Ogden, Ogden's Form 10-K for the
Ogden Projects, Inc. and fiscal year ended December 31,
subsidiaries, Ogden Allied 1989 and incorporated herein
Services, Inc. and subsidiaries by reference.
and Ogden Financial Services,
Inc. and subsidiaries.
10.3 Stock Purchase Option Agreement, Filed as Exhibit (10)(f) to
dated June 14, 1989, between Ogden's Form 10-K for the
Ogden and Ogden Projects, Inc. fiscal year ended December 31,
as amended on November 16, 1989. 1989 and incorporated herein
by reference.
10.4 Preferred Stock Purchase Filed as Exhibit (10)(g) to
Agreement, dated July 7, 1989, Ogden's Form 10-K for the
between Ogden Financial Services, fiscal year ended December 31,
Inc. and Image Data Corporation. 1989 and incorporated herein
by reference.
(i) Preferred Stock Exchange Filed as Exhibit (10)(f)(i) to
Agreement between Image Ogden's Form 10-K for the
Data Corporation and Ogden fiscal year ended December 31,
Financial Services, Inc., 1990 and incorporated herein
dated as of January 1, 1991. by reference.
10.5 Rights Agreement between Ogden Filed as Exhibit (10)(h) to
Corporation and Manufacturers Ogden's Form 10-K for the
Hanover Trust Company, dated as fiscal year ended December 31,
of September 20, 1990. 1990 and incorporated herein
by reference.
10.6 Executive Compensation
Plans and Agreements.
(a) Ogden Corporation 1986 Filed as Exhibit (10)(k) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1985 and incorporated herein
by reference.
(b) Ogden Corporation 1990 Filed as Exhibit (10)(j) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
(i) Ogden Corporation 1990 Transmitted herewith as
Stock Option Plan as Exhibit 10.6(b)(i).
Amended and Restated on
January 19, 1994.
(c) Ogden Services Corporation Filed as Exhibit (10)(k) to
Executive Pension Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(d) Ogden Services Corporation Filed as Exhibit (10)(l) to
Select Savings Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(e) Ogden Services Corporation Filed as Exhibit (10)(m) to
Select Savings Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(f) Ogden Services Corporation Filed as Exhibit (10)(n) to
Executive Pension Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(g) Changes effected to the Ogden Filed as Exhibit (10)(o) to
Profit Sharing Plan effective Ogden's Form 10-K for the
January 1, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(h) Employment Letter Agreement Filed as Exhibit (10)(p) to
between Ogden and an executive Ogden's Form 10-K for the
officer dated January 30, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Employment Agreement between Filed as Exhibit (10)(r) to
R. Richard Ablon and Ogden Ogden's Form 10-K for the
dated as of May 24, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Letter Amendment to Filed as Exhibit (10)(r)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and R. Richard Ablon, dated 1990 and incorporated herein
as of October 11, 1990. by reference.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
(j) Employment Agreement between Filed as Exhibit (10)(s) to
Ogden and C. G. Caras dated Ogden's Form 10-K for the
as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Letter Amendment to Filed as Exhibit (10)(s)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and C. G. Caras, dated as 1990 and incorporated herein
of October 11, 1990. by reference.
(k) Employment Agreement between Filed as Exhibit (10)(t) to
Ogden and Philip G. Husby, Ogden's Form 10-K for the
dated as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(l) Termination Letter Agreement Filed as Exhibit (10)(v) to
between Maria P. Monet and Ogden Ogden's Form 10-K for the
dated as of October 22, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(m) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to
Corporation and Ogden's Chairman Ogden's Form 10-K for fiscal
of the Board, dated as of year ended December 31, 1991
January 16, 1992. and incorporated herein by
reference.
(n) Employment Agreement between Filed as Exhibit 10.2 (q) to
Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal
Chief Accounting Officer dated year ended December 31, 1991
as of December 18, 1991. and incorporated herein by
reference.
(o) Employment Agreement between Filed as Exhibit 10.8(o) to
Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal
Projects, Inc. dated as of year ended December 31, 1992
June 1, 1990. and incorporated herein by
reference.
(p) Ogden Corporation Profit Sharing Filed as Exhibit 10.8(p) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(q) Ogden Corporation Core Executive Filed as Exhibit 10.8(q) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
(r) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to
Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(s) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(t) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to
Pension and Profit Sharing Plans. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(u) Ogden Projects Employee's Stock Filed as Exhibit 10.8(u) to
Option Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(v) Ogden Projects Core Executive Filed as Exhibit 10.8(u) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(w) Ogden Corporation CEO Formula Transmitted herewith as
Bonus Plan. Exhibit 10.6(w).
10.7 Agreement and Plan of Merger Filed as Exhibit (10)(x) to
among Ogden Corporation, ERC Ogden's Form 10-K for the
International Inc., ERC fiscal year ended December 31,
Acquisition Corporation and 1990 and incorporated herein
ERC Environmental and Energy by reference.
Services Co., Inc. dated as of
January 17, 1991.
10.8 First Amended and Re-stated Filed as Exhibit 10.3 (b) (i)
Ogden Corporation Guaranty to Ogden's Form 10-K for
Agreement made as of January 30, fiscal year ended December 31,
1992 by Ogden Corporation for 1991 and incorporated herein
the benefit of Mission Funding by reference.
Zeta and Pitney Bowes Credit
Corporation.
10.9 Ogden Corporation Guaranty Filed Exhibit 10.3 (b) (iii)
Agreement made as of January to Ogden's Form 10-K for
30, 1992 by Ogden Corporation fiscal year ended December 31,
for the benefit of Allstate 1991 and incorporated herein
Insurance Company and Ogden by reference.
Martin Systems of Huntington
Resource Recovery Nine Corp.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
11 Ogden Corporation and Transmitted herewith as
Subsidiaries Detail of Exhibit 11.
Computation of Earnings
Applicable to Common Stock.
27 Financial Data Schedule Transmitted herewith as
(for EDGAR filing only) Exhibit 27.