EXHIBIT 10.1(l)
---------------
FIRST AMENDMENT
TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT
AND TO SECURITY AGREEMENT
This FIRST AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT
AND SECURITY AGREEMENT (this "Amendment") is dated as of April 3, 2002 and
entered into by and among COVANTA ENERGY CORPORATION, a Delaware corporation
("Company"), and THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES
HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are
"Borrowers" and each a "Borrower"), THE SUBSIDIARIES OF COMPANY LISTED ON THE
SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (collectively, the "Subsidiary
Guarantors"), THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative
Agent for the Lenders ("Administrative Agent"), and DEUTSCHE BANK AG, NEW YORK
BRANCH, as Documentation Agent for the Lenders ("Documentation Agent"), and is
made with reference to that certain Debtor-in-Possession Credit Agreement dated
as of April 1, 2002 (the "Credit Agreement"), by and among Borrowers, the
financial institutions parties thereto as Lenders, Documentation Agent and
Administrative Agent. Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement (as amended
by this Amendment).
RECITALS
WHEREAS, Borrowers and the undersigned Lenders desire to make
certain amendments to the Credit Agreement and the Security Agreement as set
forth below, in each case subject to the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the premises and
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Provisions Relating to Defined Terms.
Subsection 1.1 of the Credit Agreement is hereby amended by
deleting the definitions of "Applicable Conversion Date" and "Chapter 11 Cases"
in their entirety and inserting the following new definitions in the appropriate
alphabetical order:
"Applicable Conversion Date" means, with respect to the
Existing L/Cs listed on Schedule 1.1D and Schedule 1.1E, the date of
entry of the Interim Borrowing Order.
"Chapter 11 Cases" has the meaning assigned to that term in
the recitals to this Agreement, and shall also include proceedings
commenced under the Bankruptcy Code in the United States Bankruptcy
Court with respect to any Additional Subsidiary Borrowers.
"First Amendment" means the First Amendment to this Agreement
and the Security Agreement dated as of April 3, 2002.
"First Amendment Effective Date" has the meaning assigned to
that term in the First Amendment.
1.2 Provision Relating to Tranche A Commitments.
Subsection 2.1A(i) of the Credit Agreement is hereby amended
by adding (immediately prior to the ";" immediately preceding the last proviso
to the second sentence thereof) the following new proviso:
"; provided further, however, that on the First Amendment Effective
Date, the aggregate amount of the Tranche A Commitments shall be
further reduced by $5,800,000 (and the original Tranche A Commitments
of Lenders shall be ratably reduced to reflect such reduction in the
aggregate amount of the Tranche A Commitments) without any reduction to
the Tranche A Loss Sharing Sublimit or the Tranche A Letter of Credit
Sublimit then in effect."
1.3 Provisions Relating to Superpriority Nature of Obligations.
Subsection 2.10 of the Credit Agreement is hereby amended by
(i) adding the phrase "and other professional fees and expenses specified in the
Borrowing Orders" immediately after the reference to "Chapter 11 Cases"
contained in clause (ii) thereof, and (ii) adding the phrase "or such greater
amount set forth in the Borrowing Orders" immediately after the reference to
"$2,000,000" contained therein.
1.4 Provisions Relating to Tranche A Loss Sharing and Certain Tranche B
Letters of Credit.
Section 10 of the Credit Agreement is hereby further amended
by adding at the end thereof the following new subsection 10.23:
"10.23 Override Provisions.
A. Tranche A Loss Sharing Loans. Anything contained
in this Agreement to the contrary notwithstanding, (i) the Obligations
described in clause (ii) of the definition of "Obligations" shall not
be "Obligations" for any purpose under this Agreement or the Loan
Documents, (ii) a portion of each Tranche A Lender's Tranche A
Commitment equal to such Lender's Pro Rata Share of the amount of the
Tranche A Loss Sharing Sublimit shall be converted to and deemed
"Tranche C Commitments" for all purposes hereunder and shall cease to
be Tranche A Commitments hereunder on and as of the date of
effectiveness of this Agreement (and each Lender's Tranche C Commitment
as so converted shall be governed by all provisions of this Agreement
(except as expressly provided in this subsection 10.23A) applicable to
the Tranche A Loss Sharing Sublimit and the Tranche A Loss Sharing
Loans), (iii) the Tranche A Loss Sharing Sublimit shall have no further
force and effect with the respect to the Tranche A Commitments and the
Tranche A Loans, and (iv) all amounts funded under such Tranche C
Commitments (such amounts being referred to as "Tranche C Loans") shall
be applied solely for the purposes described in subsection 2.5A(iii)
and shall be treated for all purposes hereunder in the same manner as,
and shall be in lieu of, Tranche A Loss Sharing Loans (it being
understood that any amounts funded by Lenders pursuant to subsection
2.1B shall be Tranche C Loans and shall not be Tranche A Loss Sharing
Loans); provided, however, that the Obligations with respect to the
Tranche C Loans shall not be Obligations for purposes of subsection
2.10 and the Subsidiary Guaranty, shall be Prepetition Obligations (and
shall not accrue interest or fees (and shall not be entitled to
prepayments) under this Agreement), shall not constitute Tranche A
Obligations for any purposes hereunder, and shall not be entitled to
any of the rights, privileges, Liens and claims of the Tranche A
Obligations and the Tranche B Obligations under the Loan Documents or
the Borrowing Orders.
B. Tranche B Commitments and Tranche B Letters of
Credit. Anything contained in this Agreement to the contrary
notwithstanding:
(i) in the event that any of the Existing L/Cs
designated on Schedule 1.1A annexed hereto as "Fairfax",
"Greenway", "LaGuardia", "LICA" and "Workers Compensation" and
deemed reissued as Tranche B Letters of Credit hereunder shall
be drawn prior to the date which is 60 days after the date of
entry of the Interim Borrowing Order (any such drawn Tranche B
Letter of Credit being a "Drawn Tranche B L/C") and such
drawing is made on grounds upon which the beneficiary of such
Drawn Tranche B L/C could have drawn on the date of entry of
the Interim Borrowing Order, then upon such drawing (each such
drawing being a "Specified Drawing") (a) all Obligations with
respect to such Specified Drawing (including any Tranche B
Loans made or amounts funded with respect to participations to
reimburse such drawing when honored) shall cease to be
Obligations for purposes of subsection 2.10 and the Subsidiary
Guaranty, shall be Prepetition Obligations (and shall
thereupon cease to accrue interest or fees (and shall not be
entitled to prepayments) under this Agreement, and all fees
and interest with respect to such Obligations that are accrued
and unpaid at the time of such Specified Drawing shall cease
to be payable under this Agreement), shall cease to constitute
Tranche B Obligations for any purposes hereunder, and shall
cease to be entitled to any of the rights, privileges, Liens
and claims of the Tranche A Obligations and the Tranche B
Obligations under the Loan Documents or the Borrowing Orders,
and (b) the rights and obligations of Borrowers and Lenders
solely with respect to (x) such Specified Drawing and (y) any
participations with respect to such Specified Drawing shall be
governed by, and construed in accordance with, the terms of
the Prepetition Credit Documents as if this Agreement were
null and void ab initio and such Specified Drawing were an
honored drawing under the relevant Existing L/C; and
(ii) the Existing L/Cs designated on Schedule 1.1A
annexed hereto as "Alexandria Equity Bonds", "Babylon Equity
Bonds", "Huntington Equity Bonds", "Indianapolis Equity Bonds"
and "Stanislaus Equity Bonds" (such Tranche B Letters of
Credit being "Non-Rolled Tranche B L/Cs") (a) shall not become
Tranche B Letters of Credit, and all Obligations with respect
to such Non-Rolled Tranche B L/Cs shall not be Obligations for
purposes of subsection 2.10 and the Subsidiary Guaranty, shall
be Prepetition Obligations, shall not constitute Tranche B
Obligations for any purposes hereunder, and shall not be
entitled to any of the rights, privileges, Liens and claims of
the Tranche A Obligations and the Tranche B Obligations under
the Loan Documents or the Borrowing Orders, (b) all Tranche B
Commitments with respect to such Non-Rolled Tranche B L/Cs and
all participations of the Tranche B Lenders in such Non-Rolled
Tranche B L/Cs shall be cancelled, and (c) the rights and
obligations of Borrowers and Lenders solely with respect to
such Non-Rolled Tranche B L/Cs shall be governed by, and
construed in accordance with, the terms of the Prepetition
Credit Documents as if subsection 3.1A(ii) of this Agreement
were null and void ab initio with respect to the
aforementioned Existing L/Cs and such Existing L/Cs remained
"Pooled Letters of Credit" as defined in the Prepetition
Credit Agreement.
1.5 Replacement of Exhibit.
The Credit Agreement is hereby further amended by deleting
Exhibit IX in its entirety and substituting therefor a new Exhibit IX in the
form attached hereto as Annex A.
SECTION 2. AMENDMENT TO THE SECURITY AGREEMENT
Section 2 of the Security Agreement is hereby amended by
deleting clause (i) of the definition of "Secured Obligations" contained therein
in its entirety and substituting therefor the following:
"(i) with respect to Borrowers, all obligations and
liabilities of every nature of Borrowers now or hereafter existing
under or arising out of or in connection with the Credit Agreement and
the other Loan Documents (excluding the Specified Drawings, the
Non-Rolled Tranche B L/Cs, the Tranche C Loans and the Tranche C
Commitments), and"
SECTION 3. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Amendment
and to amend the Credit Agreement and the Security Agreement in the manner
provided herein, Borrowers represent and warrant to each Lender that the
following statements are true, correct and complete:
3.1 Corporate Power and Authority. Each Loan Party has all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Credit Agreement and the Security Agreement as amended by this Amendment
(the "Amended Agreements").
3.2 Authorization of Agreements. The execution and delivery of
this Amendment has been duly authorized by all necessary corporate action on the
part of each Loan Party and the performance of the Amended Agreements has been
duly authorized by all necessary corporate action on the part of each Loan
Party.
3.3 No Conflict. The execution and delivery by each Loan Party
of this Amendment and the performance by each Borrower of the Amended Agreements
do not and will not (i) violate any provision of any law or any governmental
rule or regulation applicable to any Loan Party or any of its Subsidiaries, or
the Organizational Documents of any Loan Party or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
any Loan Party or any of its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other material agreement, contract or instrument to which any
Loan Party or any of its Subsidiaries is a party or by which it or any of its
property or assets is bound or to which it may be subject (each such indenture,
mortgage, deed of trust, credit agreement, loan agreement, material agreement,
contract or instrument, a "Contractual Obligation"), (iii) result in or require
the creation or imposition of any Lien upon any of the properties or assets of
any Loan Party or any of its Subsidiaries (other than Liens created under any of
the Loan Documents in favor of Administrative Agent or Collateral Agent on
behalf of Lenders), or (iv) require any approval of stockholders or any approval
or consent of any Person under any Contractual Obligation of any Loan Party or
any of its Subsidiaries.
3.4 Governmental Consents. The execution and delivery by each
Loan Party of this Amendment and the performance by each Loan Party of the
Amended Agreements do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any federal, state or
other governmental authority or regulatory body.
3.5 Binding Obligation. This Amendment has been duly executed
and delivered by each Loan Party, and each of this Amendment and the Amended
Agreements is the legally valid and binding obligations of each Loan Party
enforceable against each Loan Party in accordance with its respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.
3.6 Incorporation of Representations and Warranties From
Credit Agreement. The representations and warranties contained in Section 5 of
the Credit Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date (as hereinafter
defined) to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
3.7 Absence of Default. As of the date hereof after giving
effect hereto, there exists no Event of Default or Potential Event of Default
under the Credit Agreement.
SECTION 4. ACKNOWLEDGEMENT AND CONSENT
Each Borrower and Subsidiary Guarantor hereby acknowledges
that such Loan Party has read this Amendment and consents to the terms hereof
and further hereby confirms and agrees that, notwithstanding the effectiveness
of this Amendment, the obligations of such Loan Party under each of the Loan
Documents to which such Loan Party is a party shall not be impaired and each of
the Loan Documents to which such Loan Party is a party are, and shall continue
to be, in full force and effect and are hereby confirmed and ratified in all
respects.
SECTION 5. MISCELLANEOUS
5.1 Reference to and Effect on the Credit Agreement and the
Other Loan Documents.
A. On and after the First Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement as amended by this Amendment. On and
after the First Amendment Effective Date, each reference in the Security
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import referring to the Security Agreement, and each reference in the other Loan
Documents to the "Security Agreement", "thereunder", "thereof" or words of like
import referring to the Security Agreement shall mean and be a reference to the
Security Agreement as amended by this Amendment.
B. Except as specifically amended by this Amendment, the
Credit Agreement, the Security Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed.
C. The execution, delivery and performance of this Amendment
shall not constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of any Agent or any Lender under, the Credit Agreement or
any of the other Loan Documents.
5.2 Fees and Expenses. Each Borrower acknowledges that all
costs, fees and expenses as described in subsection 10.2 of the Credit Agreement
incurred by Administrative Agent, Documentation Agent or the Lenders and their
respective counsel (including, without limitation, O'Melveny & Myers LLP and
Ernst & Young Corporate Finance LLC) with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Borrowers.
5.3 Headings. Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.
5.4 Applicable Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
5.5 Counterparts; Effectiveness. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment shall become
effective (the date of such effectiveness being referred to herein as the "First
Amendment Effective Date") upon (i) the execution of a counterpart hereof by
each Borrower, each Subsidiary Guarantor and Lenders constituting Requisite
Lenders, and (ii) receipt by Company, Administrative Agent and Documentation
Agent of written or telephonic notification of such execution and authorization
of delivery thereof.
[Remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
BORROWERS:
COVANTA ENERGY CORPORATION
By: /s/ Jeffrey R. Horowitz
------------------------
Name: Jeffrey R. Horowitz
Title: Authorized Officer
Each of the entities named on Schedule A
annexed hereto, as Borrowers
By: /s/ Jeffrey R. Horowitz
------------------------
Name: Jeffrey R. Horowitz
Title: Authorized Officer
Each of the entities named on Schedule B
annexed hereto, as Borrowers
By: /s/ William J. Metzger
Name: William J. Metzger
Title: Authorized Officer
SUBSIDIARY GUARANTORS:
Each of the entities named on Schedule C
annexed hereto, as Subsidiary Guarantors
By: /s/ Jeffrey R. Horowitz
------------------------
Name: Jeffrey R. Horowitz
Title: Authorized Officer
Each of the entities named on Schedule D
annexed hereto, as Subsidiary Guarantors
By: /s/ William J. Metzger
------------------------
Name: William J. Metzger
Title: Vice President and Treasurer
AGENTS AND LENDERS:
BANK OF AMERICA, N.A.,
as Administrative Agent and Co-Arranger
and as a Lender
By: /s/ Michael R. Heredia
-----------------------
Name: Michael R. Heredia
Title: Managing Director
Notice Address:
Attention: Barry Flynn
1 Independence Center
101 North Tryon Street
Charlotte, N.C. 28255
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Documentation Agent and Co-Arranger
and as a Lender
By: /s/ Keith C. Braun
-------------------
Name: Keith C. Braun
Title: Director
By: /s/ Mark B. Cohen
-------------------
Name: Mark B. Cohen
Title: Managing Director,
Head of Workout
Notice Address:
Attention: Keith C. Braun
Deutsche Bank AG
New York Branch
31 West 52nd Street, 7th Floor
New York, NY 10020
ABN AMRO BANK N.V.,
as a Lender
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Credit Administration
ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL 60604-1003
BANK OF MONTREAL,
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Heather Turf
Bank of Montreal
115 S. LaSalle Street,
12th Floor West
Chicago, IL 60603
BAYERISCHE HYPO-UND VEREINSBANK AG,
as a Lender
By: /s/ John W. Sweeney
--------------------
Name: John W. Sweeney
Title: Director
By: /s/ Michael Novellino
----------------------
Name: Michael Novellino
Title: Associate Director
Notice Address:
Attention: Salvatore Esposito
Bayerische Hypo-und Vereinsbank AG
150 E. 42nd Street
New York, NY 10017
BNP PARIBAS,
as a Lender
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Barbara Eppolito
BNP Paribas
787 Seventh Avenue
New York, New York 10019
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES,
as a Lender
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Robert Donohue
Commerzbank AG
2 World Financial Center
New York, NY 10281
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By:
---------------------------------
Name:
Title:
Notice Address:
Attention: James B. Hallock
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019
WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Lender
By:
-------------------------------------
Name
Title:
Notice Address:
Attention: Joel Thomas
301 South College Street
DC-5
Charlotte, North Carolina 28288
MIZUHO CORPORATE BANK, LTD., NEW YORK
BRANCH
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: David E. Lim
Mizuho Corporate Bank, Ltd.,
New York Branch
1633 Broadway, 40th Floor
New York, New York 10019
FLEET NATIONAL BANK,
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Michael F. O'Neill
Fleet National Bank
100 Federal Street
Mail Stop: MA DE 10006A
Boston, MA 02110
HSBC BANK USA,
as a Lender
By: /s/ Carol A. Kraus
------------------
Name: Carol A. Kraus
Title: HSBC Bank USA, Vice President
Notice Address:
Attention: Carol A. Kraus
HSBC Bank USA
8 East 40th Street
New York, NY 10016
JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan
Bank),
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Michael Lancia
The Chase Manhattan Bank
380 Madison Avenue
Special Loan - 9
New York, NY 10017
IIB BANK LTD, IFSC BRANCH
as a Lender
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: John O'Connor
KBC Finance Ireland
KBC House, I.F.S.C.
Dublin 1, Ireland
LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
as a Lender
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: David A. Leech
Landesbank Hessen-Thuringen
Girozentrale
420 Fifth Avenue, 24th Floor
New York, NY 10018
ROYAL BANK OF SCOTLAND, plc,
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Graeme Hunter
Specialised Lending Services
10th Floor
101 Park Avenue
New York, NY 10178
SANPAOLO IMI S.p.A.,
as a Lender
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Robert Wurster
SAN PAOLO IMI S.P.A.
245 Park Avenue, 35th Floor
New York, NY 10167
BANC OF AMERICA SECURITIES LLC, as
Agent for BANK OF AMERICA, N.A., as a
Lender
By: /s/ Peter T. Santez
--------------------
Name: Peter T. Santez
Title:
Notice Address:
Attention: Jon Barnes
Bank of America
101 North Tryon Street
Charlotte, NC 28255
SUNTRUST BANK,
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Maria Mamilovich
SunTrust Bank
711 Fifth Avenue, 16th Floor
New York, NY 10022
THE BANK OF NEW YORK,
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Peter W. Helt
Bank of New York
1 Wall Street, 16th Floor
New York, NY 10286
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ Joseph J. Farricielli Jr.
------------------------------
Name: Joseph J. Farricielli, Jr.
Title: Director
Notice Address:
Attention: Joseph J.
Farricielli, Jr.
The Bank of Nova Scotia
One Liberty Plaza, 23rd Floor
New York, NY 10006
THE HUNTINGTON NATIONAL BANK,
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Thomas P. Krumel
The Huntington National Bank
917 Euclid Avenue, CM66
Cleveland, OH 44115
THE INDUSTRIAL BANK OF JAPAN TRUST
COMPANY,
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: John Davies
The Industrial Bank of Japan Trust
Company
1251 Avenue of the Americas
New York, NY 10020
THE SUMITOMO TRUST & BANKING CO., LTD.
NY BRANCH,
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Elizabeth A. Quirk
The Sumitomo Trust & Banking Co.,
Ltd. NY Branch
527 Madison Avenue
New York, NY 10022
THE TORONTO-DOMINION BANK,
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Mark A. Baird
Toronto Dominion (Texas), Inc.
909 Fannin Street, 17th Floor
Houston, TX 77010
UBS AG, STAMFORD BRANCH
as a Lender
By: /s/ Kelly Smith
----------------
Name: Kelly Smith
Title: Director, Recovery
Management
By: /s/ Robert Reuter
------------------
Name: Robert Reuter
Title: Executive Director
Notice Address:
Attention: Marie Haddad
UBS AG, Stamford Branch
677 Washington Blvd.
Stamford, CT 06901
UFJ BANK LIMITED, NEW YORK BRANCH,
(formerly The Sanwa Bank, Limited, New
York Branch and The Tokai Bank, Limited
- New York Branch),
as a Lender
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention:
U.S. BANK NATIONAL ASSOCIATION
(formerly known as Firstar Bank, N.A.),
as a Lender
By:
-------------------------------------
Name:
Title:
Notice Address:
Attention: Alan R. Milster
Firstar Bank, N.A.
7th Floor - Special Assets
One Firstar Plaza
Seventh & Washington
St. Louis, MO 63101
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
as a Lender
By: /s/ Salvatore Battinelli
-------------------------
Name: Salvatore Battinelli
Title: Managing Director, Credit
Department
By: /s/ Walter T. Duffy III
------------------------
Name: Walter T. Duffy III
Title: Associate Director
Notice Address:
Attention: Walter T. Duffy III
Westdeutsche Landesbank Girozentrale
1211 Avenue of the Americas
New York, NY 10036
Schedule A
Other Borrowers
1. AMOR 14 Corp.
2. Covanta Acquisition, Inc.
3. Covanta Alexandria/Arlington, Inc.
4. Covanta Babylon, Inc.
5. Covanta Bessemer, Inc.
6. Covanta Bristol, Inc.
7. Covanta Cunningham Environmental Support, Inc.
8. Covanta Energy Americas, Inc.
9. Covanta Energy Construction, Inc.
10. Covanta Energy Resource Corp.
11. Covanta Energy Sao Jeronimo, Inc.
12. Covanta Energy Services, Inc.
13. Covanta Energy West, Inc.
14. Covanta Engineering Services, Inc.
15. Covanta Fairfax, Inc.
16. Covanta Financial Services, Inc.
17. Covanta Geothermal Operations Holdings, Inc.
18. Covanta Geothermal Operations, Inc.
19. Covanta Heber Field Energy, Inc.
20. Covanta Hennepin Energy Resource Co., L.P.
21. Covanta Hillsborough, Inc.
22. Covanta Honolulu Resource Recovery Venture
23. Covanta Huntington Limited Partnership
24. Covanta Huntington Resource Recovery One Corp.
25. Covanta Huntington Resource Recovery Seven Corp.
26. Covanta Huntington, Inc.
27. Covanta Huntsville, Inc.
28. Covanta Hydro Energy, Inc.
29. Covanta Hydro Operations West, Inc.
30. Covanta Hydro Operations, Inc.
31. Covanta Imperial Power Services, Inc.
32. Covanta Indianapolis, Inc.
33. Covanta Kent, Inc.
34. Covanta Key Largo, Inc.
35. Covanta Lake, Inc.
36. Covanta Lancaster, Inc.
37. Covanta Lee, Inc.
38. Covanta Long Island, Inc.
39. Covanta Marion Land Corp.
40. Covanta Marion, Inc.
41. Covanta Mid-Conn., Inc.
42. Covanta Montgomery, Inc.
43. Covanta New Martinsville Hydro-Operations Corp.
44. Covanta Northwest Puerto Rico, Inc.
45. Covanta Oahu Waste Energy Recovery, Inc.
46. Covanta Oil & Gas, Inc.
47. Covanta Onondaga Five Corp.
48. Covanta Onondaga Four Corp.
49. Covanta Onondaga Limited Partnership
50. Covanta Onondaga Operations, Inc.
51. Covanta Onondaga Three Corp.
52. Covanta Onondaga Two Corp.
53. Covanta Onondaga, Inc.
54. Covanta Onondaga, Limited Partnership
55. Covanta Operations of Union LLC
56. Covanta OPW Associates, Inc.
57. Covanta OPWH, Inc.
58. Covanta Pasco, Inc.
59. Covanta Plant Services of New Jersey, Inc.
60. Covanta Power Development of Bolivia, Inc.
61. Covanta Power Development, Inc.
62. Covanta Power Equity Corp.
63. Covanta Projects of Hawaii, Inc.
64. Covanta Projects of Wallingford, LP
65. Covanta RRS Holdings, Inc.
66. Covanta Secure Services USA, Inc.
67. Covanta Secure Services, Inc.
68. Covanta SIGC Energy II, Inc.
69. Covanta SIGC Energy, Inc.
70. Covanta SIGC Geothermal Operations, Inc.
71. Covanta Stanislaus, Inc.
72. Covanta Systems, Inc.
73. Covanta Tampa Bay, Inc.
74. Covanta Tulsa, Inc.
75. Covanta Union, Inc.
76. Covanta Wallingford Associates, Inc.
77. Covanta Warren Energy Resources Co., LP
78. Covanta Waste Solutions, Inc.
79. Covanta Waste to Energy of Italy, Inc.
80. Covanta Waste to Energy, Inc.
81. Covanta Water Holdings, Inc.
82. Covanta Water Systems, Inc.
83. Covanta Water Treatment Services, Inc.
84. DSS Environmental, Inc.
85. ERC Energy II, Inc.
86. ERC Energy, Inc.
87. Heber Field Company
88. Heber Field Energy II, Inc.
89. Heber Geothermal Company
90. Heber Loan Partners
91. J.R. Jacks Construction Corp.
92. Ogden Constructors, Inc.
93. Ogden Environmental & Energy Services Co., Inc.
94. OPI Quezon, Inc.
95. Second Imperial Geothermal Co., L.P.
96. Three Mountain Operations, Inc.
97. Three Mountain Power LLC
Schedule B
Other Borrowers
1. Ogden Facility Management Corporation of Anaheim
2. LaGuardia Fuel Facilities Corp.
3. Lenzar Electro-Optics, Inc.
4. Newark Automotive Fuel Facilities Corporation, Inc.
5. Ogden Allied Abatement & Decontamination Service, Inc.
6. Ogden Allied Maintenance Corp.
7. Ogden Allied Payroll Services, Inc.
8. Ogden Attractions, Inc.
9. Ogden Aviation Distributing Corp.
10. Ogden Aviation Fueling Company of Virginia, Inc.
11. Ogden Aviation Service Company of Colorado, Inc.
12. Ogden Aviation Service Company of New Jersey, Inc.
13. Ogden Aviation Service Company of New York, Inc.
14. Ogden Aviation Service Company of Pennsylvania, Inc.
15. Ogden Aviation Service International Corporation
16. Ogden Aviation, Inc.
17. Ogden Cargo Spain, Inc.
18. Ogden Central and South America, Inc.
19. Ogden Facility Holdings, Inc.
20. Ogden Film and Theatre, Inc.
21. Ogden Firehole Entertainment Corp.
22. Ogden International Europe, Inc.
23. Ogden New York Services, Inc.
24. Ogden Support Services, Inc.
25. PA Aviation Fuel Holdings, Inc.
26. Philadelphia Fuel Facilities Corporation
Schedule C
Subsidiary Guarantors
1. Covanta Energy Group, Inc.
2. Covanta Energy International, Inc.
3. Covanta Equity of Stanislaus, Inc.
4. Covanta Haverhill Properties, Inc.
5. Covanta Haverhill, Inc.
6. Covanta Omega Lease, Inc.
7. Covanta Power International Holdings, Inc.
8. Covanta Projects, Inc.
9. Haverhill Power, Inc.
10. LMI, Inc.
11. Michigan Waste Energy, Inc.
12. OFS Equity of Alexandria/Arlington, Inc.
13. OFS Equity of Babylon, Inc.
14. OFS Equity of Delaware, Inc.
15. OFS Equity of Huntington, Inc.
16. OFS Equity of Indianapolis, Inc.
17. OFS Equity of Stanislaus, Inc.
18. Ogden Management Services, Inc.
19. Covanta Equity of Alexandria/Arlington, Inc.
Schedule D
Subsidiary Guarantors
1. Ogden Technology Services Corporation
2. Ogden Transition Corporation
Annex A
Exhibit IX
[FORM OF INTERIM BORROWING ORDER]
See attached.