EXHIBIT 10.1(g)
---------------
FIFTH AMENDMENT
TO REVOLVING CREDIT
AND PARTICIPATION AGREEMENT
This FIFTH AMENDMENT TO REVOLVING CREDIT AND PARTICIPATION
AGREEMENT (this "Fifth Amendment") is dated as of February 21, 2002 and entered
into by and among COVANTA ENERGY CORPORATION, a Delaware corporation
("Company"), and THE SUBSIDIARIES LISTED ON THE SIGNATURE PAGES HEREOF AS
BORROWERS (collectively, Company and such Subsidiaries of Company are
"Borrowers" and each a "Borrower"), the Loan Parties listed on the signature
pages hereof, the financial institutions parties hereto (each a "Lender" and
collectively, the "Lenders"), 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 Revolving Credit and Participation Agreement dated as
of March 14, 2001 (as amended, restated, supplemented or otherwise modified
prior to the date hereof, the "Credit Agreement"), by and among Borrowers, the
Lenders listed therein as Lenders, Administrative Agent and Documentation Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Borrowers and Lenders desire to amend the Credit
Agreement to (i) to permit Borrower to sell substantially all of the assets of
The Metropolitan Entertainment Co., Inc. to Metropolitan Entertainment LLC for
consideration consisting of cash, assumption of certain liabilities and a 10%
equity interest in the buyer; (ii) amend certain items in the Weekly Budget; and
(iii) make certain other amendments as set forth below, and Lenders desire to
consent to amending a certain draw condition in the Pooled Letter of Credit
issued by Fleet National Bank relating to the Senators Hockey Club, and to
amending the put agreement related thereto, 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 AND LIMITED
CONSENT
1.1 Provisions Relating to Defined Terms.
Subsection 1.1 of the Credit Agreement is hereby amended by
inserting the following new definitions in the appropriate alphabetical order:
"Metropolitan Buyer" means Metropolitan Entertainment LLC, a
Delaware limited liability company.
"Metropolitan Entertainment" means The Metropolitan
Entertainment Co., Inc., a New Jersey corporation, and any successor
thereto.
"Metropolitan Sale" means the sale of substantially all assets
of Metropolitan Entertainment to Metropolitan Buyer in accordance with
the Metropolitan Sale Agreement.
"Metropolitan Sale Agreement" means that certain Asset
Purchase Agreement dated as of February 7, 2002, by and among Company,
Metropolitan Entertainment and Metropolitan Buyer, in the form
delivered to Agents on or prior to February 8, 2002, as it may
thereafter be amended, supplemented or otherwise modified from time to
time; provided that no material amendment, supplement or modification
to the Metropolitan Sale Agreement that is adverse to Company and its
Subsidiaries or to the Lenders shall be permitted without the approval
of Agents.
1.2 Provision Relating to Investments.
Subsection 7.3 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (xvi) thereof, (ii) deleting
the "." at the end of clause (xvii) thereof and substituting therefor "; and"
and (iii) adding the following new clause (xviii) immediately prior to the last
paragraph of such subsection:
"(xviii) Company and its Subsidiaries may acquire and hold 10%
of the equity of Metropolitan Buyer to the extent acquired in
connection with the Metropolitan Sale; provided that Company and its
Subsidiaries shall not have or incur any Contractual Obligation to make
any further Investment in Metropolitan Buyer."
1.3 Provision Relating to Asset Sales.
Subsection 7.7(vii) of the Credit Agreement is hereby amended
by adding at the end thereof, the following new proviso:
"provided further, however, that a portion of the consideration for the
Metropolitan Sale may be 10% of the nonvoting equity of Metropolitan
Buyer, so long as Metropolitan Entertainment receives cash
consideration (after payments to minority shareholders of Metropolitan
Entertainment (including under settlement agreements) and costs and
expenses related to the sale) of not less than $5,000,000 (subject to
adjustment for working capital in accordance with the Metropolitan Sale
Agreement) in accordance with the terms of the Metropolitan Sale
Agreement;"
1.4 Provision Relating to the Weekly Budget.
Subsection 7.16A(a) of the Credit Agreement is hereby amended
by (i) deleting the word "or" immediately after the word "Taxes" and
substituting therefor "," and (ii) adding immediately after the reference to
"IPP Identified" the following:
"or `Interest on Funded Recourse Debt'".
1.5 Provision Relating to Schedules.
Schedule 6.20 of the Credit Agreement is hereby amended by (i)
deleting the reference to "(4,865)" in the "Interest on Funded Recourse Debt"
line item set forth in the Weekly Budget for the week ending on March 8, 2002,
and substituting therefor "(240)"; and (ii) deleting the reference to "(262)" in
the "Interest on Funded Recourse Debt" line item set forth in the Weekly Budget
for the week ending on March 29, 2002, and substituting therefor "(4,887)".
1.6 Limited Consent.
A. Pursuant to subsections 2.11B(i) and 2.11C(i) of the Credit
Agreement, the undersigned Agents and Lenders hereby consent to amendments of
(i) the Pooled Letter of Credit issued by Fleet National Bank relating to the
Senators Hockey Club (the "Class II DPS Support L/C") and (ii) the put agreement
for the Opt-Out Facility which the Class II DPS Support L/C supports (the "Class
II DPS Put Agreement"), in each case for the purposes of, among other things,
(x) removing as a condition for drawing on the Class II DPS Support L/C the
requirement that the administrative agent with respect thereto shall have issued
a Put Notice (as defined in the Class II DPS Put Agreement) under and in
accordance with the Class II DPS Put Agreement and (y) including as a condition
for drawing on the Class II DPS Support L/C that the beneficiary/administrative
agent with respect thereto shall have undertaken to the issuer thereof to
deliver to Collateral Agent as soon as reasonably possible after receipt of the
amount drawn either the certificates representing the Class II preference shares
(which have been issued by a wholly-owned subsidiary of the Senators Hockey
Club), duly endorsed in blank for transfer, or, if such certificates are lost, a
lost share certificate indemnity in lieu thereof (together with an instrument of
transfer for such shares, duly endorsed in blank). Such amendments
(collectively, the "Class II DPS Amendments") shall be in the forms attached
hereto as Annex A and Annex B. The undersigned hereby acknowledge and agree that
the Class II DPS Support L/C as amended by the Class II DPS Amendments shall
constitute a Pooled Letter of Credit, and that the Class II DPS Put Agreement as
amended by the Class II DPS Amendments shall constitute an Opt-Out Facility
Document.
B. The limited consent set forth above shall be limited
precisely as written, and nothing herein shall be deemed to (a) constitute a
consent with respect to (i) subsection 2.11B(i) or 2.11C(i) of the Credit
Agreement in any other instance or (ii) any other term, provision or condition
of the Credit Agreement, or (b) prejudice any right or remedy that any Agent or
any Lender may now have or may have in the future under or in connection with
the Credit Agreement or the Amended Agreement (as defined below).
SECTION 2. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Fifth
Amendment and to amend the Credit Agreement in the manner provided herein,
Borrowers represent and warrant to each Lender that the following statements are
true, correct and complete:
2.1 Corporate Power and Authority. Each Loan Party has all
requisite corporate power and authority to enter into this Fifth Amendment and
to carry out the transactions contemplated by, and perform its obligations
under, the Credit Agreement as amended by this Fifth Amendment (the "Amended
Agreement").
2.2 Authorization of Agreements. The execution and delivery of
this Fifth Amendment has been duly authorized by all necessary corporate action
on the part of each Loan Party and the performance of the Amended Agreement has
been duly authorized by all necessary corporate action on the part of each
Borrower.
2.3 No Conflict. The execution and delivery by each Loan Party
of this Fifth Amendment and the performance by each Borrower of the Amended
Agreement 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 Certificate or Articles of Incorporation or Certificate of
Formation or Bylaws or Operating Agreement 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 the Banks), 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.
2.4 Governmental Consents. The execution and delivery by each
Loan Party of this Fifth Amendment and the performance by each Borrower of the
Amended Agreement 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.
2.5 Binding Obligation. This Fifth Amendment has been duly
executed and delivered by each Loan Party, and each of this Fifth Amendment and
the Amended Agreement 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.
2.6 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 Fifth 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.
2.7 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.
2.8 Class II DPS Amendments. Upon execution and delivery by
Company of the Class II DPS Amendments, such execution and delivery (i) shall be
within the corporate powers of Company and shall have been duly authorized by
all necessary corporate action on the part of Company, (ii) shall not require
any approval, consent of, or filing with, any governmental agency or authority,
or any other person, association or entity (including, without limitation, the
National Hockey League), (iii) shall not violate any provisions of any order,
writ, judgment, injunction, decree, determination or award presently in effect
in which Company is named, or any provision of the charter documents or by-laws
of Company, (iv) shall not result in any breach of or constitute a default under
any agreement or instrument to which Company is a party or to which it or any of
its properties are bound, including without limitation any indenture, loan or
credit agreement, lease, debt instrument or mortgage, and (v) shall not result
in or require the creation or imposition of any mortgage, deed of trust, pledge
or encumbrance of any nature upon any of the assets or properties of Company.
The Class II DPS Support L/C, as amended by the Class II DPS Amendments, shall
continue to satisfy the requirements of the Class II DPS Put Agreement.
SECTION 3. ACKNOWLEDGEMENT AND CONSENT
Each Borrower and Subsidiary Guarantor hereby acknowledges
that such Loan Party has read this Fifth Amendment and consents to the terms
hereof and further hereby confirms and agrees that, notwithstanding the
effectiveness of this Fifth 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 4. MISCELLANEOUS
4.1 Release. Each Borrower and Subsidiary Guarantor, on behalf
of itself, and each of its Subsidiaries (collectively, the "Releasors") hereby
releases, remises, acquits and forever discharges Agents, each Lender (in its
capacity as a Lender hereunder and as a lender, collateral agent, depository or
letter of credit issuer and in any other capacity under or in connection with
any Pooled Facility or Opt-Out Facility), each Existing Opt-Out Facility Agent
and each Existing Pooled Facility Agent and each of their respective employees,
agents, representatives, consultants, attorneys, fiduciaries, servants,
officers, directors, partners, predecessors, successors and assigns, subsidiary
corporations, parent corporations, related corporate divisions, participants and
assigns (all of the foregoing hereinafter called the "Released Parties"), from
any and all actions and causes of action, judgments, executions, suits, debts,
claims, demands, liabilities, obligations, setoffs, recoupments, counterclaims,
defenses, damages and expenses of any and every character, known or unknown,
suspected or unsuspected, direct and/or indirect, at law or in equity, of
whatsoever kind or nature, whether heretofore or hereafter arising, for or
because of any matter or things done, omitted or suffered to be done by any of
the Released Parties prior to and including the date of execution hereof, and in
any way directly or indirectly arising out of or in any way connected to this
Fifth Amendment or the Amended Agreement (all of the foregoing hereinafter
called the "Released Matters"). Each Releasor acknowledges that the agreements
in this Section are intended to be in full satisfaction of all or any alleged
injuries or damages suffered or incurred by such Releasor arising in connection
with the Released Matters and constitute a complete waiver of any right of
setoff or recoupment, counterclaim or defense of any nature whatsoever which
arose prior to the date hereof to payment or performance of the Obligations
and/or Opt-Out Obligations. Each Releasor represents and warrants that it has no
knowledge of any claim by it against the Released Parties or of any facts, or
acts or omissions of the Released Parties which on the date hereof would be the
basis of a claim by the Releasors against the Released Parties which is not
released hereby. Each Releasor represents and warrants that it has not purported
to transfer, assign, pledge or otherwise convey any of its right, title or
interest in any Released Matter to any other person or entity and that the
foregoing constitutes a full and complete release of all Released Matters.
Releasors have granted this release freely, and voluntarily and without duress.
4.2 Reference to and Effect on the Credit Agreement and the
Other Loan Documents.
A. On and after the Fifth 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 Amended Agreement.
B. Except as specifically amended by this Fifth Amendment, the
Credit 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 Fifth
Amendment shall not, except as expressly provided herein, 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.
D. Company agrees that any failure to comply with the
covenants in this Fifth Amendment shall be an Event of Default under the Credit
Agreement.
4.3 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 Fifth Amendment and
the documents and transactions contemplated hereby shall be for the account of
Borrowers.
4.4 Headings. Section and subsection headings in this Fifth
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Fifth Amendment for any other purpose or be given any
substantive effect.
4.5 Applicable Law. THIS FIFTH 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.
4.6 Counterparts; Effectiveness. This Fifth 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 Fifth Amendment shall become
effective upon (i) the execution of a counterpart hereof by each Borrower, each
Subsidiary Guarantor and Lenders constituting Requisite Lenders, (ii) receipt by
each Borrower, Administrative Agent and Documentation Agent of written or
telephonic notification of such execution and authorization of delivery thereof,
and (iii) payment in full by Borrowers of all outstanding statements of
O'Melveny & Myers LLP and Ernst & Young Corporate Finance LLC and all
outstanding statements for reasonable fees, expenses and disbursements of
counsel to each of the Lenders that are, in each case, received by Company prior
to the date hereof (the date of satisfaction of such conditions being referred
to herein as the "Fifth Amendment Effective Date").
[Remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
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:
Title:
Each of the entities named on Schedule A
annexed hereto, as Borrowers
By: /s/ Jeffery R. Horowitz
-----------------------
Name:
Title:
Each of the entities named on Schedule B
annexed hereto, as Subsidiary Guarantors
By: /s/ Scott G. Mackin
-------------------
Name:
Title:
AGENTS AND LENDERS:
BANK OF AMERICA, N.A.,
as Administrative Agent, Co-Arranger, Co-Book
Runner and as a Lender
By: /s/ Michael R. Heredia
----------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH
As Documentation Agent, Co-Arranger, Co-Book
Runner and as a Lender
By: /s/ Mark B. Cohen
-----------------
Name: Mark B. Cohen
Title: Managing Director
By: /s/ Clark G. Peterson
---------------------
Name: Clark G. Peterson
Title: Vice President
ABN AMRO BANK N.V.,
as a Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
BANK OF MONTREAL,
as a Lender
By:
----------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI (CANADA),
as a Lender
By:
----------------------------------
Name:
Title:
BAYERISCHE HYPO-UND VEREINSBANK AG,
as a Lender
By: /s/ John W. Sweeney
-------------------
Name: John W. Sweeney
Title: Director
By: /s/ Salvatore Esposito
----------------------
Name: Salvatore Esposito
Title: Director
BNP PARIBAS,
as a Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
BRYDEN MANAGEMENT CORPORATION IV,
as a Lender
By:
----------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
as a Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
CLARICA LIFE INSURANCE COMPANY,
as a Lender
By: /s/ Sara M. Alvarado
--------------------
Name: Sara M. Alvarado
Title: Director, Structured Finance
COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
as a Lender
By: /s/ Robert Donohue
------------------
Name: Robert Donohue
Title: Senior Vice President
By: /s/ Terrence P. Sweeney
-----------------------
Name: Terrence P. Sweeney
Title: Senior Vice President
HSBC BANK CANADA
as successor to
CREDIT LYONNAIS CANADA,
as a Lender
By: /s/ J.S. Brydon
---------------
Name: J.S. Brydon
Title: Senior Manager
By: /s/ B.W. Pettit
---------------
Name: B.W. Pettit
Title: Assistant Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By:
----------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
as a Lender
By: /s/ Jan Kofol
-------------
Name: Jan Kofol
Title: Director
By: /s/ Sharon M. Meadows
---------------------
Name: Sharon M. Meadows
Title: Managing Director
DRESDNER BANK AG, GRAND CAYMAN BRANCH
as a Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
DRESDNER BANK CANADA,
as a Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK,
as a Lender
By:
----------------------------------
Name:
Title:
FLEET NATIONAL BANK,
as a Lender
By: /s/ Michael F. O'Neill
----------------------
Name: Michael F. O'Neill
Title: Senior Vice President
HSBC BANK CANADA,
as a Lender
By: /s/ J.S. Brydon
---------------
Name: J.S. Brydon
Title: Senior Manager
By: /s/ B.W. Pettit
---------------
Name: B.W. Pettit
Title: Assistant Vice President
HSBC BANK USA,
as a Lender
By:
----------------------------------
Name:
Title:
IIB BANK [IFSC BRANCH],
as a Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
KBC BANK N.V.,
as a Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
as a Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC, New York
and/or Nassau Branch
as a Lender
By: /s/ Graeme Hunter
-----------------
Name: Graeme Hunter
Title: Vice President
ROYAL BANK OF SCOTLAND PLC,
as a Lender
By: /s/ Graeme Hunter
-----------------
Name: Graeme Hunter
Title: Vice President
S.C. STORMONT CORPORATION
as a Lender
By:
----------------------------------
Name:
Title:
SANPAOLO IMI S.p.A.,
as a Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
SOCIETE GENERALE,
as a Lender
By:
----------------------------------
Name:
Title:
SUNTRUST BANK,
as a Lender
By:
----------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as a Lender
By: /s/ Peter W. Helt
-----------------
Name: Peter W. Helt
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Lender
By:
----------------------------------
Name:
Title:
JPMORGAN CHASE BANK
(formerly The Chase Manhattan Bank),
as a Lender
By:
----------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED,
Los Angeles Agency
as a Lender
By:
----------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED
NEW YORK BRANCH,
as a Lender
By:
----------------------------------
Name:
Title:
THE FUJI BANK, LIMITED,
as a Lender
By:
----------------------------------
Name:
Title:
THE HUNTINGTON NATIONAL BANK,
as a Lender
By:
----------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN TRUST
COMPANY,
as a Lender
By:
----------------------------------
Name:
Title:
SUMITOMO MITSUI BANKING CORPORATION
OF CANADA,
as a Lender
By:
----------------------------------
Name:
Title:
THE SUMITOMO TRUST & BANKING CO., LTD.
NY BRANCH,
as a Lender
By: /s/ Elizabeth A. Quirk
----------------------
Name: Elizabeth A. Quirk
Title: Vice President
THE TORONTO-DOMINION BANK,
as a Lender
By: /s/ Lily Goldina
----------------
Name: Lily Goldina
Title: Vice President
THE TORONTO-DOMINION BANK,
as a Lender
By: /s/ Mark A. Baird
-----------------
Name: Mark A. Baird
Title: Manager Credit Administration
UBS AG,
as a Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
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:
U.S. BANK NATIONAL ASSOCIATION
(formerly known as Firstar Bank, N.A.),
as a Lender
By:
----------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE,
as a Lender
By: /s/ Alan S. Bookspan
--------------------
Name: Alan S. Bookspan
Title: Director
By: /s/ Walter T. Duffy III
-----------------------
Name: Walter T. Duffy III
Title: Associate Director
Schedule A
OTHER BORROWERS
1. Covanta Acquisition, Inc.
2. Covanta Bessemer, Inc.
3. Covanta Cunningham Environmental Support, Inc.
4. Covanta Geothermal Operations Holdings, Inc.
5. Covanta Imperial Power Services, Inc.
6. Covanta Oahu Waste Energy Recovery, Inc.
7. Covanta Energy Americas, Inc.
8. Covanta Energy Construction, Inc.
9. Covanta Energy Group, Inc.
10. Covanta Energy Resource Corp.
11. Covanta Energy Sao Jeronimo, Inc.
12. Covanta Energy West, Inc.
13. Covanta Energy International, Inc.
14. Covanta Energy Services, Inc.
15. Covanta Equity of Stanislaus, Inc.
16. Covanta Financial Services, Inc.
17. Covanta Geothermal Operations, Inc.
18. Covanta Haverhill Properties, Inc.
19. Covanta Hydro Energy, Inc.
20. Covanta Hydro Operations West, Inc.
21. Covanta Haverhill, Inc.
22. Covanta Huntington Resource Recovery One Corp.
23. Covanta Huntington Resource Recovery Seven Corp.
24. Covanta Long Island, Inc.
25. Covanta Oil & Gas, Inc.
26. Covanta Omega Lease, Inc.
27. Covanta Onondaga Five Corp.
28. Covanta Onondaga Four Corp.
29. Covanta Onondaga Three Corp.
30. Covanta Onondaga Two Corp.
31. Covanta Onondaga, Inc.
32. Covanta Onondaga Operations, Inc.
33. Covanta OPWH, Inc.
34. Covanta Power Development, Inc.
35. Covanta Power Development of Bolivia, Inc.
36. Covanta Power Equity Corporation
37. Covanta Power International Holdings, Inc.
38. Covanta Projects, Inc.
39. Covanta RRS Holdings Inc.
40. Covanta SIGC Geothermal Operations, Inc.
41. Covanta Stanislaus, Inc.
42. Covanta Systems, Inc.
43. Covanta Waste Solutions, Inc.
44. Covanta Waste to Energy of Italy, Inc.
45. Covanta Waste to Energy, Inc.
46. Covanta Secure Services USA, Inc.
47. Covanta Secure Services, Inc.
48. Covanta Water Holdings, Inc.
49. Covanta Water Systems, Inc.
50. Covanta Water Treatment Services, Inc.
51. DSS Environmental, Inc.
52. Haverhill Power, Inc.
53. Covanta Honolulu Resource Recovery Venture
54. LMI, Inc.
55. Michigan Waste Energy, Inc.
56. Covanta New Martinsville Hydro-Operations Corporation
57. OFS Equity of Alexandria/Arlington, Inc.
58. OFS Equity of Babylon, Inc.
59. OFS Equity of Delaware, Inc.
60. OFS Equity of Huntington, Inc.
61. OFS Equity of Indianapolis, Inc.
62. OFS Equity of Stanislaus, Inc.
63. Covanta Engineering Services, Inc.
64. Ogden Environmental & Energy Services Co., Inc.
65. Covanta Hydro Operations, Inc.
66. Ogden Management Services, Inc.
67. Covanta Marion Land Corp.
68. Covanta Operations of Union LLC
69. Covanta Alexandria/Arlington, Inc.
70. Covanta Bristol, Inc.
71. Covanta Fairfax, Inc.
72. Covanta Hillsborough, Inc.
73. Covanta Huntsville, Inc.
74. Covanta Kent, Inc.
75. Covanta Lancaster, Inc.
76. Covanta Lee, Inc.
77. Covanta Marion, Inc.
78. Covanta Montgomery, Inc.
79. Covanta Northwest Puerto Rico, Inc.
80. Covanta Pasco, Inc.
81. Covanta Plant Services of New Jersey, Inc.
82. Covanta Projects of Hawaii, Inc.
83. Ogden Services Corporation
84. Covanta Wallingford Associates, Inc.
85. Covanta Key Largo, Inc.
86. Covanta Tampa Bay, Inc.
87. Covanta Equity of Alexandria/Arlington, Inc.
88. OPI Quezon Inc.
89. Covanta OPW Associates, Inc.
90. Covanta Mid-Conn., Inc.
91. Three Mountain Operations, Inc.
92. The Metropolitan Entertainment Co., Inc.
93. J.R. Jacks Construction Corporation
94. Ogden Constructors, Inc.
95. Covanta Huntington, Inc.
Schedule B
1. LaGuardia Fuel Facilities Corporation
2. Lenzar Electro-Optics, Inc.
3. Newark Automotive Fuel Facilities Corporation
4. Ogden Allied Maintenance Corporation
5. Ogden Allied Payroll Services, Inc.
6. Ogden Attractions, Inc.
7. Ogden Aviation Distributing Corporation
8. Ogden Aviation Fueling Company of Virginia, Inc.
9. Ogden Aviation Service Company of Colorado, Inc.
10. Ogden Aviation Service Company of New Jersey, Inc.
11. Ogden Aviation Service Company of New York, Inc.
12. Ogden Aviation Service Company of Pennsylvania, Inc.
13. Ogden Aviation Service International Corporation
14. Ogden Aviation, Inc.
15. Ogden Cargo Spain, Inc.
16. Ogden Central and South America, Inc.
17. Ogden Facility Holdings, Inc.
18. Ogden Film and Theatre, Inc.
19. Ogden Firehole Entertainment Corp.
20. Ogden International Europe, Inc.
21. Ogden New York Services, Inc.
22. Philadelphia Fuel Facilities Corporation
23. PA Aviation Fuel Holdings, Inc.
Annex A
See attached.
Annex B
See attached.