EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION 3.1 Third Restated Certificate of Incorporated by reference to Incorporation. Exhibit No. 3.1 forming part of Amendment No. 1 to the Company's Registration State- ment on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. (i) Certificate of Retirement Incorporated by reference to of Stock and Reduction of Exhibit No. 3.1(a) forming part Capital, dated March 1, of the Company's Registration 1990. Statement on Form S-1 (File No. 33-33679) filed with Securities and Exchange Commission under the Securities Act of 1933, as amended. (ii) Certificate of Retirement Incorporated by reference to of Stock and Reduction of Exhibit No. 4.0(a)(ii) forming Capital, dated April 26, part of the Company's Report on 1990. Form 10-Q (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the quarterly period ended March 31, 1990. (iii) Certificate of Ownership Incorporated by reference to and Merger, dated Exhibit 3.1(iii) forming part of December 1, 1989. the Company's Report on Form 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 3.2 Third Restated By-Laws of Ogden Incorporated by reference to Projects, Inc. as amended through Exhibit 3.2 forming part of the March 12, 1991. Company's Report on Form 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 4 Instruments Defining Rights of Security Holders. 4.1 (a) Trust Indenture, dated as Incorporated by reference to of December 1, 1986, and Exhibit No. 4.1(a) forming part amended and restated as of of the Company's Registration July 1, 1987, between Statement on Form S-1 (File No. Shawmut Bank, N.A., as 33-29312) filed with the trustee, and Massachusetts Securities and Exchange Commis- Industrial Finance Agency. sion under the Securities Act of 1933, as amended. (i) Amendment No. 2, dated Incorporated by reference to as of April 1, 1992, to Exhibit No. 4.1(a)(i) forming Amended and Restated part of the Company's Report on Trust Indenture, as Form 10-Q (File No. 1-10282) amended, between Shawmut filed with the Securities and Bank, N.A., as trustee, Exchange Commission under the and Massachusetts Securities Exchange Act of 1934, Industrial Finance as amended, for the quarterly Agency. period ended June 30, 1992. (ii) Supplemental and Incorporated by reference to Amending Trust Inden- Exhibit No. 4.1(a)(ii) forming ture, dated as of May part of the Company's Report on 1, 1992, between Form 10-Q (File No. 1-10282) Shawmut Bank, N.A., as filed with the Securities and trustee, and Massachu- Exchange Commission under the setts Industrial Securities Exchange Act of 1934, Finance Agency. as amended, for the quarterly period ended June 30, 1992. (b) OHA Loan Agreement, dated Incorporated by reference to as of December 1, 1986, and Exhibit No. 4.1(b) forming part as amended as of August 1, of the Company's Registration 1988, between Ogden Haverhill Statement on Form S-1 (File No. Associates and Massachusetts 33-29312) filed with the Industrial Finance Agency. Securities and Exchange Commission under the Securities Act of 1933, as amended. (i) Amendment No. 2, dated Incorporated by reference to as of May 1, 1992, to Exhibit No. 4.1(b)(i) forming the OHA Loan Agreement, part of the Company's Report on as amended, between Form 10-Q (File No. 1-10282) Ogden Haverhill filed with the Securities and Associates and Exchange Commission under the Massachusetts Industrial Securities Exchange Act of 1934, Finance Agency. as amended, for the quarterly period ended June 30, 1992. (c) OHA (Ogden Haverhill Incorporated by reference to Project) Massachusetts Exhibit No. 4.1(c) forming part Industrial Finance Agency of the Company's Registration Series A Note, dated Statement on Form S-1 (File No. December 23, 1986, and as 33-29312) filed with the amended as of August 1, Securities and Exchange Commis- 1988 (Amendment incorpor- sion under the Securities Act of ated by reference to 1933, as amended. Exhibit No. 4.1(e)), by Ogden Haverhill Associates to Shawmut Bank, N.A., as trustee. (d) OHA (Ogden Haverhill Incorporated by reference to Project) Massachusetts Exhibit No. 4.1(d) forming part Industrial Finance Agency of the Company's Registration Series B Note, dated December Statement on Form S-1 (File No. 23, 1986, and as amended as 33-29312) filed with the of August 1, 1988 (Amendment Securities and Exchange Commis- incorporated by reference to sion under the Securities Act of Exhibit No. 4.1(e)), by 1933, as amended. Ogden Haverhill Associates to Shawmut Bank, N.A., as trustee. (e) OHA (Ogden Haverhill Incorporated by reference to Project) Massachusetts Exhibit No. 4.1(e) forming part Industrial Finance Agency of the Company's Registration Series C Note, dated Statement on Form S-1 (File No. December 23, 1986, and as 33-29312) filed with the amended as of August 1, 1988, Securities and Exchange Commis- by Ogden Haverhill Associates sion under the Securities Act of to Shawmut Bank, N.A., as 1933, as amended. trustee. (i) Amendment No. 2, dated Incorporated by reference to as of May 28, 1992, to Exhibit No. 4.1(e)(i) forming OHA (Ogden Haverhill part of the Company's Report on Project) Massachusetts Form 10-Q (File No. 1-10282) Industrial Finance filed with the Securities and Agency Series C Note, Exchange Commission under the as amended, by Ogden Securities Exchange Act of 1934, Haverhill Associates as amended, for the quarterly to Shawmut Bank, N.A., period ended June 30, 1992. as trustee. (f) SBR Loan Agreement, dated as Incorporated by reference to of December 1, 1986, and as Exhibit No. 4.1(f) forming part amended through August 1, of the Company's Registration 1988, between SBR Associates Statement on Form S-1 (File No. and Massachusetts Industrial 33-29312) filed with the Finance Agency. Securities and Exchange Commission under the Securities Act of 1933, as amended. (i) Amendment No. 2, dated Incorporated by reference to as of May 1, 1992, to Exhibit No. 4.1(f)(i) forming SBR Loan Agreement, as part of the Company's Report on amended, between SBR 10-Q (File No. 1-10282) filed Associates and with the Securities and Exchange Massachusetts Commission under the Securities Industrial Finance Exchange Act of 1934, as Agency. amended, for the quarterly period ended June 30, 1992. (g) SBR (Ogden Haverhill Project) Incorporated by reference to Massachusetts Industrial Exhibit No. 4.1(g) forming part Finance Agency Series D of the Company's Registration Note, dated December 23, Statement on Form S-1 (File No. 1986, and as amended as of 33-29312) filed with the August 1, 1988, by SBR Securities and Exchange Associates to Shawmut Commission under the Securities Bank, N.A., as trustee. Act of 1933, as amended. (i) Amendment No. 2, dated Incorporated by reference to as of May 28, 1992, to Exhibit No. 4.1(g)(i) forming SBR (Ogden Haverhill part of the Company's Report on Project) Massachusetts Form 10-Q (File No. 1-10282) Industrial Finance filed with the Securities and Agency, Series D Note, Exchange Commission under the as amended by SBR Securities Exchange Act of 1934, Associates to Shawmut as amended, for the quarterly Bank, N.A., as trustee. period ended June 30, 1992. (h) Letter of Credit and Reim- Incorporated by reference to bursement Agreement dated as Exhibit No. 4.1(h) forming part of December 1, 1986, between of the Company's Registration Ogden Martin Systems of Statement on Form S-1 (File No. Haverhill, Inc. and Union 33-29312) filed with the Bank of Switzerland, New Securities and Exchange York Branch. Commission under the Securities Act of 1933, as amended. (i) Reimbursement Agreement Incorporated by reference to Amendment, dated August Exhibit No. 4.1(h)(i) forming 1, 1988, between Ogden part of Amendment No. 1 to the Martin Systems of Company's Registration Statement Haverhill, Inc. and on Form S-1 (File No. 33-29312) Union Bank of filed with the Securities and Switzerland, New York Exchange Commission under the Branch. Securities Act of 1933, as amended. (ii) Second Reimbursement Incorporated by reference to Agreement Amendment, Exhibit No. 4.1(h)(ii) forming dated August 1, 1989, part of Amendment No. 3 to the between Ogden Martin Company's Registration Statement Systems of Haverhill, on Form S-1 (File No. 33-29312) Inc. and Union Bank of filed with the Securities and Switzerland, New York Exchange Commission under the Branch. Securities Act of 1933, as amended. (iii) Third Reimbursement Incorporated by reference to Agreement Amendment, Exhibit No. 4.1(h)(iii) forming dated October 13, 1989, part of Amendment No. 1 to the between Ogden Martin Company's Registration Statement Systems of Haverhill, on Form S-1 (File No. 33-31575) Inc. and Union Bank of filed with the Securities and Switzerland, New York Exchange Commission under the Branch. Securities Act of 1933, as amended. (iv) Fourth Reimbursement Incorporated by reference to Agreement Amendment, Exhibit No. 4.1(h)(iv) forming dated September 23, part of the Company's Report on 1991, between Ogden Form 10-Q (File No. 1-10282) Martin Systems of filed with the Securities and Haverhill, Inc. and Exchange Commission under the Union Bank of Securities Exchange Act of 1934, Switzerland, New York as amended, for the quarterly Branch. period ended June 30, 1992. (v) Fifth Reimbursement Incorporated by reference to Agreement Amendment, Exhibit No. 4.1(h)(v) forming dated May 1, 1992, part of the Company's Report on between Ogden Martin Form 10-Q (File No. 1-10282) Systems of Haverhill, filed with the Securities and Inc. and Union Bank of Exchange Commission under the Switzerland, New York Securities Exchange Act of 1934, Branch. as amended, for the quarterly period ended June 30, 1992. (i) Reimbursement Agreement, Incorporated by reference to dated as of May 31, 1989, Exhibit No. 4.1(i) forming part between Ogden Haverhill of the Company's Report on Form Properties, Inc. and Swiss 10-Q (File No. 1-10282) filed Bank Corporation, New York with the Securities and Exchange Branch. Commission under the Securities Exchange Act of 1934, as amended, for the quarterly period ended June 30, 1990. (i) First Amendment to the Incorporated by reference to Reimbursement Agreement Exhibit No. 4.1(i)(i) forming dated as of May 28, 1992 part of the Company's Report on between Ogden Haverhill Form 10-Q (File No. 1-10282) Properties, Inc. and filed with the Securities and Swiss Bank Corporation, Exchange Commission under the New York Branch. Securities Exchange Act of 1934, as amended, for the quarterly period ended June 30, 1992. 4.2 (a) Second Amended and Restated Incorporated by reference to Trust Indenture, dated as of Exhibit No. 4.8(a) forming part February 1, 1989, between of the Company's Registration the Fairfax County Economic Statement on Form S-1 (File No. Development Authority and 33-29312) filed with the Crestar Bank, as Trustee. Securities and Exchange Commission under the Securities Act of 1933, as amended. (b) Conditional Sale and Incorporated by reference to Security Agreement, dated as Exhibit No. 4.8(b) forming part of February 1, 1988, between of the Company's Registration the Fairfax County Solid Statement on Form S-1 (File No. Waste Authority and Ogden 33-29312) filed with the Martin Systems of Fairfax, Securities and Exchange Inc. Commission under the Securities Act of 1933, as amended. 4.3 Specimen Stock Certificate for Incorporated by reference to Company's Common Stock. Exhibit No. 4.12 forming part of Amendment No. 1 to the Company's Registration Statement on Form S-1 (File no. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 4.4 Demand Note, dated May 31, 1989 Incorporated by reference to by Company to Ogden Corporation. Exhibit No. 4.13 forming part of Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 4.5 Demand Note, dated December 19, Incorporated by reference to 1984, by Company to Bouldin Exhibit No. 4.14 forming part of Development Corporation. Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.1 Tax Sharing Agreement, dated as Incorporated by reference to of January 1, 1989, among Ogden Exhibit No. 10.21 forming part Corporation, Ogden Projects, Inc., of the Company's Registration and Subsidiaries, Ogden Allied Statement on Form S-1 (File No. Services, Inc. and Subsidiaries, 33-29312) filed with the and Ogden Financial Services, Inc. Securities and Exchange and Subsidiaries. Commission under the Securities Act of 1933, as amended. 10.2 (a) Amended and Restated Incorporated by reference to Cooperation Agreement, dated Exhibit No. 10.22(a) forming April 30, 1983 and amended part of Amendment No. 2 to the and restated as of April 1, Company's Registration Statement 1985, and as further on Form S-1 (File No. 33-29312) amended through May 25, 1989 filed with the Securities and between Ogden Martin Systems, Exchange Commission under the Inc. and Martin GmbH fur Securities Act of 1933, as Umwelt-und Energietechnik of amended. West Germany (confidential status has been granted for certain provisions thereof pursuant to Commission Order No. 810132). (i) Amendment to Section Incorporated by reference to 5.3.1 of the Amended Exhibit No. 19.1 forming part of and Restated Coopera- The Company's Report Form 10-Q tion Agreement, effec- (File no. 1-10282) filed with tive as of January 1, the Securities and Exchange 1989, between Ogden Commission under the Securities Martin Systems, Inc. Exchange Act of 1934, as and Martin GmbH fur amended, for the quarterly Umwelt- und Energie- period ended June 30, 1990. technik of West Germany (confidential status has been granted for certain provisions thereof pursuant to Rule 24b-2). (ii) Amendment No. 6 to Incorporated by reference to Amended and Restated Exhibit No. 19.1 forming part of Cooperation Agreement, The Company's Report Form 10-Q effective as of (File no. 1-10282) filed with January 1, 1991, the Securities and Exchange between Ogden Martin Commission under the Securities Systems, Inc. and Exchange Act of 1934, as Martin GmbH fur amended, for the quarterly Umwelt- und Energie- period ended June 30, 1991. technik of West Germany. (b) Rights of First Refusal, Incorporated by reference to dated June 2, 1989, among Exhibit No. 10.22(b) forming Walter Josef Martin, part of Amendment No. 2 to the Anneliese Martin, Johannes Company's Registration Statement Josef Edmund Martin, and on Form S-1 (File No. 33-29312) Ogden Martin Systems, Inc. filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.3 Ogden Projects, Inc. Directors' Incorporated by reference to Stock Option Plan. Exhibit No. 10.24 forming part of the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.4 Letter Agreement, dated October Incorporated by reference to 5, 1990, between David L. Sokol Exhibit No. 19.5 forming part of and Ogden Corporation. the Company's Report on Form 10-Q (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the quarterly period ended September 30, 1990. 10.5 Ogden Projects, Inc. Employees' Incorporated by reference to Stock Option Plan. Exhibit No. 10.26 forming part of the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.6 Ogden Corporation Pension Plan, Incorporated by reference to as amended and restated, Exhibit No. 10.27 forming part effective as of January 1, 1988. of the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.7 Ogden Corporation Supplementary Incorporated by reference to Deferred Benefit Plan, adopted Exhibit No. 10.28 forming part December 13, 1976, and amended of the Company's Registration as of January 5, 1988. Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.8 Ogden Corporation Stock Option Incorporated by reference to Plan, effective as of March 11, Exhibit No. 10.29 forming part 1986. of the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.9 Ogden Corporation 1990 Stock Incorporated by reference to Option Plan, effective as of Exhibit No. 10.29 forming part October 11, 1990. of the Company's Report on Form 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 10.10 Ogden Projects, Inc. Pension Incorporated by reference to Plan effective as of January 1, Exhibit No. 10.30 forming part 1989. of the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. (i) Amendment to Ogden Projects, Transmitted herewith as Inc. Pension Plan, effective Exhibit 10.10(i) as of January 1, 1994. 10.11 Form of Supplementary Deferred Incorporated by reference to Benefit Plan of Ogden Projects, Exhibit No. 10.31 forming part Inc. effective as of January 1, of Amendment No. 1 to the 1989. Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.12 Ogden Projects, Inc. Profit Incorporated by reference to Sharing Plan effective as of Exhibit No. 10.32 forming part January 1, 1989. of the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. (i) Amendment to Ogden Projects, Incorporated by reference to Profit Sharing Plan amendment Exhibit No. 19.2 forming part of by Unanimous Written the Company's Report on Form Consent of the Administra- 10-Q (File No. 1-10282) filed tive Committee, dated with the Securities and Exchange March 7, 1990. Commission under the Securities Exchange Act of 1934, as amended, for the quarterly period ended March 31, 1990. (ii) Amendment to Ogden Transmitted herewith as Projects, Inc. Profit Exhibit No. 10.10(i) Sharing Plan, effective as of January 1, 1994. 10.13 Ogden Allied Services Savings Incorporated by reference to and Security Plan, as amended Exhibit No. 10.33 forming part and restated, effective as of of the Company's Registration August 1, 1986. Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the fiscal year ended December 31, 1990. 10.14 Ogden Services Corporation Profit Incorporated by reference to Sharing Plan, as amended and Exhibit No. 10.34 forming part restated, effective as of January of the Company's Report on Form 1, 1989, as further amended July 10-K (File No. 1-10282) filed 18, 1990. with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 10.15 (a) Ogden Services Corporation Incorporated by reference to Executive Pension Plan, Exhibit No. 10.35(a) forming effective as of January 1, part of the Company's Report on 1989. Form 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. (b) Ogden Services Corporation Incorporated by reference to Executive Pension Plan Trust Exhibit No. 10.35(b) forming Agreement, dated as of part of the Company's Report October 1, 1990, between on Form 10-K (File No. 1-10282) Ogden Services Corporation filed with the Securities and and The Bank of New York. Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 10.16 (a) Ogden Services Corporation Incorporated by reference to Select Savings Plan, Exhibit No. 10.36(a) forming effective as of October 1, part of the Company's Report on 1990. Form 10-K (File No. 1-10282) filed with the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. (b) Ogden Services Corporation Incorporated by reference to Select Savings Plan Trust Exhibit No. 10.36(b) forming Agreement, dated as of part of the Company's Report on October 1, 1990, between Form 10-K (File No. 1-10282) Ogden Services Corporation filed with the Securities and and The Bank of New York. Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 10.17 Form of Supplemental Defined Incorporated by reference to Benefit Plan of Ogden Allied Exhibit No. 10.34 forming part Services effective as of of Amendment No. 1 to the January 1, 1989. Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.18 Ogden Environmental Services Incorporated by reference to Pension Plan effective as of Exhibit No. 10.35 forming part January 1, 1989. of the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.19 Ogden Environmental Services Incorporated by reference to Profit Sharing Plan effective as Exhibit No. 10.36 forming part of January 1, 1989. of the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. (i) Ogden Environmental Services Incorporated by reference to Profit Sharing Plan amend- Exhibit No. 19.3 forming part of ment by Unanimous Written the Company's Report on Form Consent of the Administra- 10-Q (File No. 1-10282) filed tive Committee, dated March with the Securities and Exchange 7, 1990. Commission under the Securities Exchange Act of 1934, as amended, for the quarterly period ended March 31, 1990. 10.20 Form of Supplementary Deferred Incorporated by reference to Benefit Plan of Ogden Exhibit No. 10.37 forming part Environmental Services, Inc., of Amendment No. 1 to the effective as of January 1, 1989. Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.21 Stock Purchase Agreement, dated Incorporated by reference to as of May 31, 1989, between Exhibit No. 10.38 forming part Company and Ogden Corporation. of the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.22 Stock Purchase Option Agreement, Incorporated by reference to dated June 14, 1989, between Exhibit No. 10.39 forming part Ogden Corporation and Company of the Company's Registration Statement on Form S-1 (File No. 33-29312) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. (i) Amendment to Stock Incorporated by reference to Purchase Option Agreement, Exhibit No. 10.39(i) forming dated November 16, 1989, part of Amendment No. 1 to the between Ogden Corporation Company's Registration Statement and Company. on Form S-1 (File No. 33-31575) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. 10.23 Employment Agreement, dated as Incorporated by reference to of June 1, 1990, between Company Exhibit No. 10.47 forming part and William C. Mack. of the Company's Report on Form 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 10.24 Employment Agreement, dated as Incorporated by reference to of June 1, 1990, between Company Exhibit No. 10.48 forming part and Scott G. Mackin. of the Company's Report on Form 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. (i) Employment Agreement dated Transmitted herewith as as of January 1, 1994 Exhibit No. 10.24(i). between Company and Scott G. Mackin. 10.25 Employment Agreement, dated as Incorporated by reference to of June 1, 1990, between Company Exhibit No. 10.49 forming part and Gloria A. Mills. of the Company's Report on Form 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 10.26 Employment Agreement, dated as Incorporated by reference to of June 1, 1990, between Company Exhibit No. 10.50 forming part and Bruce W. Stone. of the Company's Report on Form 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 10.27 Employment Agreement, dated as Incorporated by reference to of June 1, 1990, between Company Exhibit No. 10.51 forming part and John M. Klett. of the Company's Report on Form 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 10.28 Employment Agreement, dated as Incorporated by reference to of May 24, 1990, as amended Exhibit No. 10.52 forming part October 11, 1990, between Ogden of the Company's Report on Form Corporation and R. Richard Ablon. 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. 10.29 Agreement and Plan of Merger Incorporated by reference to dated September 20, 1990 by and Exhibit No. 10.53 forming part among Ogden Environmental of the Company's Report on Form Services of Houston, Inc., Ogden 10-K (File No. 1-10282) filed Acquisition Company and American with the Securities and Exchange Envirotech, Inc. Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1990. (i) Amendment dated June 12, Incorporated by reference to 1991 by and among Ogden Exhibit No. 10.29 forming part Environmental Services of of the Company's Report on Form Houston, Inc., Ogden 10-K (File No. 1-10282) filed Acquisition Company and with the Securities and Exchange American Envirotech, Inc. Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1991. 10.30 Ogden Projects, Inc. Core Incorporated by reference to Executive Benefit Program. Exhibit No. 10.30 forming part of the Company's Report on Form 10-K (File No. 1-10282) filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 1992. 13.0 Those portions of the Annual Transmitted herewith as Exhibit Report to Stockholders for the No. 13. year ended December 31, 1993 which are incorporated herein by reference. 21.0 Subsidiaries of the Company. Transmitted herewith as Exhibit No. 21. 24.0 Consent of Deloitte & Touche. Transmitted herewith as Exhibit No. 24.