Exhibit 2.1
CLEARY, GOTTLIEB, STEEN & HAMILTON
Deborah M. Buell (DB 3562)
James L. Bromley (JB 5125)
One Liberty Plaza
New York, New York 10006
and
JENNER & BLOCK, LLC
Vincent E. Lazar (VL 7320)
Christine L. Childers (CC 0092)
One IBM Plaza
Chicago, Illinois 60611
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------x
:
In re: : Chapter 11
:
OGDEN NEW YORK SERVICES, INC., et al., : Case Nos. 02-40826 (CB), et al.
:
Debtors and Debtors in Possession :
: Jointly Administered
:
--------------------------------------------x
DEBTORS' FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER
CHAPTER 11 OF THE BANKRUPTCY CODE
October 3, 2003
Covanta Energy Corporation and those of its affiliates set
forth on Exhibit 1 attached hereto (each a "Reorganizing Debtor" and
collectively, the "Reorganizing Debtors"), as debtors and debtors in possession
under chapter 11 of title 11 of the United States Code, in each of their
separate cases, which have been consolidated for procedural purposes only,
hereby propose and file this First Amended Joint Plan of Reorganization.
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND INTERPRETATION.................................1
1.1 Definitions........................................................1
ARTICLE II TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX
CLAIMS........................................................20
2.1 Non-Classification................................................20
2.2 Administrative Expense Claims.....................................21
2.3 Compensation and Reimbursement Claims.............................21
2.4 Priority Tax Claims...............................................22
2.5 DIP Financing Facility Claims.....................................22
ARTICLE III CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS.................23
3.1 General Rules of Classification...................................23
ARTICLE IV TREATMENT OF CLAIMS AND EQUITY INTERESTS......................24
4.1 Class 1 - Allowed Priority Non-Tax Claims.........................26
4.2 Class 2 - Allowed Project Debt Claims.............................26
4.3 Class 3 - Allowed Reorganized Covanta Secured Claims..............26
4.4 Class 4 - Allowed Operating Company Unsecured Claims..............29
4.5 Class 5 - Allowed Parent and Holding Company Guarantee Claims.....30
4.6 Class 6 - Allowed Parent and Holding Company Unsecured Claims.....30
4.7 Class 7 - Allowed Convertible Subordinated Bond Claims............31
4.8 Class 8 - Allowed Convenience Claims..............................31
4.9 Class 9 - Intercompany Claims.....................................31
4.10 Class 10 - Subordinated Claims....................................32
4.11 Class 11 - Equity Interests in Subsidiary Debtors.................32
4.12 Class 12 - Equity Interests in Covanta Huntington, Covanta
Onondaga and DSS Environmental.........................33
4.13 Class 13 - Old Covanta Stock Equity Interests.....................33
4.14 Settlement of Loss Sharing Litigation.............................33
ARTICLE V ACCEPTANCE OR REJECTION OF THE REORGANIZATION PLAN............34
5.1 Voting of Claims..................................................34
5.2 Acceptance by a Class.............................................34
5.3 Presumed Acceptance of Plan.......................................34
5.4 Presumed Rejection of Plan........................................34
5.5 Cramdown..........................................................34
ARTICLE VI MEANS FOR IMPLEMENTATION......................................34
6.1 Exit Financing....................................................34
6.2 Confirmation of Heber Reorganization Plan.........................35
6.3 Authorization of Reorganization Plan Equity Securities and
Warrants and Reorganization Plan Notes............................35
6.4 Formation of ESOP.................................................35
6.5 Cancellation of Existing Securities and Agreements................35
6.6 Board of Directors and Executive Officers.........................35
6.7 Deemed Consolidation of Debtors for Plan Purposes Only............36
6.8 Continued Corporate Existence; Vesting of Assets in the
Reorganized Debtors and Corporate Restructuring...................36
6.9 Amended Organizational Documents..................................37
6.10 Settlements.......................................................37
6.11 Employee Benefits.................................................37
6.12 Funding the Operating Reserve.....................................37
6.13 Management Incentive Payment......................................37
ARTICLE VII DISTRIBUTIONS.................................................37
7.1 Distribution Record Date..........................................37
7.2 Date of Distributions.............................................38
7.3 Disbursing Agent..................................................38
7.4 Rights and Powers of Disbursing Agent.............................38
7.5 Surrender of Instruments..........................................38
7.6 Delivery of Distributions.........................................39
7.7 Manner of Payment Under Plan......................................39
7.8 De Minimis and Fractional Distributions...........................39
7.9 Exemption from Securities Laws....................................40
7.10 Setoffs...........................................................40
7.11 Allocation of Plan Distribution Between Principal and Interest....40
7.12 Withholding and Reporting Requirements............................40
7.13 Time Bar to Cash Payments.........................................40
7.14 Closing of Chapter 11 Cases.......................................41
ARTICLE VIII PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS.........41
8.1 No Distribution Pending Allowance.................................41
8.2 Resolution of Disputed Claims and Equity Interests................41
8.3 Estimation of Claims and Equity Interests.........................42
8.4 Reserve Account for Disputed Claims...............................42
8.5 Allowance of Disputed Claims......................................42
8.6 Reserve Account for Subclass 3B Rejecting Bondholder Recovery.....43
8.7 Release of Funds from Disputed Claims Reserve.....................44
ARTICLE IX TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.........44
9.1 General Treatment.................................................45
9.2 Cure of Defaults..................................................45
9.3 Approval of Assumption of Certain Executory Contracts.............45
9.4 Approval of Rejection of Executory Contracts and Unexpired Leases.46
9.5 Deemed Consents...................................................46
9.6 Bar Date for Filing Proofs of Claim Relating to Executory
Contracts and Unexpired Leases Rejected Pursuant
to the Reorganization Plan........................................46
9.7 Survival of Debtors' Corporate Indemnities........................46
9.8 Reservation of Rights Under Insurance Policies and Bonds..........46
ARTICLE X CONDITIONS PRECEDENT TO THE CONFIRMATION DATE AND THE
EFFECTIVE DATE................................................47
10.1 Conditions to Confirmation........................................47
10.2 Conditions Precedent to the Effective Date........................48
10.3 Waiver of Conditions..............................................49
10.4 Failure to Satisfy or Waiver of Conditions Precedent..............49
ARTICLE XI EFFECT OF CONFIRMATION........................................49
11.1 Revesting of Assets...............................................49
11.2 Discharge of Claims and Cancellation of Equity Interests..........50
11.3 Discharge of Reorganizing Debtors.................................50
11.4 Binding Effect....................................................50
11.5 Term of Injunctions or Stays......................................50
11.6 Injunction Against Interference with Plan.........................51
11.7 Exculpation.......................................................51
11.8 Rights of Action..................................................51
11.9 Injunction........................................................52
11.10 Release...........................................................53
ARTICLE XII RETENTION OF JURISDICTION.....................................53
12.1 Jurisdiction of Court.............................................53
ARTICLE XIII MISCELLANEOUS PROVISIONS......................................55
13.1 Deletion of Classes and Subclasses................................55
13.2 Dissolution of the Committee......................................55
13.3 Effectuating Documents and Further Transactions...................55
13.4 Payment of Statutory Fees.........................................55
13.5 Modification of Plan..............................................55
13.6 Courts of Competent Jurisdiction..................................56
13.7 Exemption From Transfer Taxes.....................................56
13.8 Rules of Construction.............................................56
13.9 Computation of Time...............................................57
13.10 Successors and Assigns............................................57
13.11 Notices...........................................................57
13.12 Severability......................................................58
13.13 Governing Law.....................................................58
13.14 Exhibits..........................................................58
13.15 Counterparts......................................................58
EXHIBITS TO REORGANIZATION PLAN
Exhibit Number Exhibit
1 List of Reorganizing Debtors
2 List of Liquidating Debtors
3 List of Reorganizing Debtors That Filed on Initial Petition
Date and Subsequent Petition Date
5 Description of 9.25% Settlement
6 Description of Settlement of Loss Sharing Litigation
9.1A List of Rejecting Debtors
9.1A(s) Rejecting Debtors' Schedule Of Assumed Contracts And Leases
9.1B List of Assuming Debtors
9.1B(s) Assuming Debtors' Schedule Of Rejected Contracts And Leases
EXHIBITS TO REORGANIZATION PLAN SUPPLEMENT
Exhibit Number Exhibit
1 Reorganization Plan Warrant Agreement
2 New CPIH Funded Debt
3 New CPIH Revolver Facility
4 New High Yield Indenture
5 New High Yield Secured Note
6 New L/C Facility
7 New Revolver Facility
8 Reinstated L/C Facility
9 Reorganization Plan CPIH Preferred Stock
10 Reorganization Plan Unsecured Note
11 Form of Reorganization Plan Warrant
12 Settlement of Loss Sharing Litigation
INTRODUCTION
These Chapter 11 Cases have been consolidated for procedural
purposes only and are being jointly administered pursuant to an order of the
Court. While this is a Joint Reorganization Plan for each of the Reorganizing
Debtors, and without limiting the terms of Section 6.8 of this Reorganization
Plan, it does NOT provide that these Chapter 11 Cases will be substantively
consolidated. Capitalized terms used herein shall have the meanings ascribed to
such terms in Article I of this Reorganization Plan.
Reference is made to the Disclosure Statement accompanying
this Reorganization Plan, including the Exhibits thereto, for a discussion of
the Reorganizing Debtors' history, business, results of operations and
properties, and for a summary and analysis of the Reorganization Plan. All
creditors are encouraged to consult the Disclosure Statement and read this
Reorganization Plan carefully before voting to accept or reject this
Reorganization Plan.
NO SOLICITATION MATERIALS, OTHER THAN THE DISCLOSURE STATEMENT
AND RELATED MATERIALS TRANSMITTED THEREWITH AND APPROVED BY THE COURT, HAVE BEEN
AUTHORIZED BY THE COURT FOR USE IN SOLICITING ACCEPTANCES OR REJECTIONS OF THIS
REORGANIZATION PLAN.
The Reorganizing Debtors reserve the right to proceed with
confirmation of this Reorganization Plan as to some but not all of the
Reorganizing Debtors.
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 Definitions. In addition to such other terms as are defined in
other Sections of this Reorganization Plan, the following terms (which appear
herein as capitalized terms) shall have the meanings set forth below, such
meanings to be applicable to both the singular and plural forms of the terms
defined. A term used in this Reorganization Plan and not defined herein or
elsewhere in this Reorganization Plan, but that is defined in the Bankruptcy
Code has the meaning set forth therein.
"Accepting Bondholder" means any member of Subclass 3B other
than a Rejecting Bondholder.
"Administrative Expense Claim" means a Claim under sections
503(b), 507(a)(1), 507(b) or 1114(e)(2) of the Bankruptcy Code, including,
without limitation, any actual and necessary expenses incurred after the
Petition Date for preserving the assets of the Reorganizing Debtors, any actual
and necessary costs and expenses of operating the businesses of the Reorganizing
Debtors incurred after the Petition Date, all compensation and reimbursement of
expenses allowed by the Court under sections 330, 331 or 503 of the Bankruptcy
Code, any reclamation claims arising under section 546(c) of the Bankruptcy
Code, and any amounts payable with respect to Tranche A or Tranche B of the DIP
Financing Facility.
"Administrative Expense Claim Bar Date" means the date that is
thirty (30) days following the Effective Date. The Administrative Expense Claim
Bar Date shall apply to all holders of Administrative Expense Claims not
satisfied prior to the Administrative Expense Claim Bar Date, except that the
Administrative Expense Claim Bar Date shall not apply to holders of the
following limited types of claims: (a) United States Trustee Claims; (b)
post-petition liabilities incurred and payable in the ordinary course of
business by any Reorganizing Debtor; or (c) fees and expenses incurred by (i)
Retained Professionals and (ii) Persons employed by the Reorganizing Debtors or
serving as independent contractors to the Reorganizing Debtors in connection
with their reorganization efforts, including without limitation the Balloting
Agent.
"Additional Class 3 Warrants" means Reorganization Plan
Warrants issued by Reorganized Covanta pursuant to this Reorganization Plan
exercisable for approximately seventeen and one four tenths percent (17.4%) of
the Reorganized Covanta Common Stock, subject only to dilution with respect to
the Covanta Management Incentive Plan.
"Additional New Lenders" means the group of new lenders
organized by [ ] that together are responsible for underwriting $45 million of
the funding commitment with respect to the Exit Financing Agreements, which will
be allocated ratably among the New Revolver Facility, the New CPIH Revolver
Facility and the New L/C Facility.
"Agent Banks" means Bank of America, N.A., as Administrative
Agent, and Deutsche Bank, AG, New York Branch, as Documentation Agent, under the
Prepetition Credit Agreement.
"Allowed" means, with reference to the portion of any Claim
(other than Administrative Expense Claims) or Equity Interest and with respect
to each Reorganizing Debtor, (a) any such Claim against or Equity Interest in
such Reorganizing Debtor which has been listed by a Reorganizing Debtor in its
Schedules, as such Schedules have been or may be amended or supplemented by a
Reorganizing Debtor from time to time in accordance with Bankruptcy Rule 1009,
as liquidated in amount and not disputed or contingent and for which no contrary
proof of claim or interest has been filed, (b) any Claim or Equity Interest
allowed (i) under the Reorganization Plan or under any settlement agreement
incorporated or otherwise implemented hereby, (ii) by Final Order, or (iii) as
to which the liability of each Reorganizing Debtor and the amount thereof are
determined by a final, non-appealable order of a court of competent jurisdiction
other than the Court or (c) as to which a proof of claim has been timely filed
before the applicable Bar Date in a liquidated amount with the Court pursuant to
the Bankruptcy Code or any order of the Court, provided that (i) no objection to
the allowance of such Claim or notice to expunge such Claim has been interposed
by the Reorganizing Debtors, the Committee, the United States Trustee or any
other party in interest as permitted under the Bankruptcy Code before any final
date for the filing of such objections or motions set forth in the
Reorganization Plan, the Confirmation Order or other order of the Court, or (ii)
if such objection or motion has been filed and not withdrawn, such objection or
motion has been overruled by a Final Order (but only to the extent such
objection or motion has been overruled); provided, further that any such Claims
or Equity Interests allowed solely for the purpose of voting to accept or reject
the Reorganization Plan pursuant to an order of the Court shall not be
considered "Allowed Claims" or "Allowed Equity Interests" for the purpose of
distributions hereunder. Except as expressly stated in this Reorganization Plan
or as provided under section 506(b) of the Bankruptcy Code or a Final Order of
the Court, an Allowed Claim shall not include interest on the principal amount
of any Claim accruing from and after the Petition Date or any fees (including
attorneys' fees), costs or charges (including late payment charges) related to
any Claim accruing from or after the Petition Date.
"Allowed Administrative Expense Claim" means the portion of
any Administrative Expense Claim (including any interest for which the
Reorganizing Debtors are legally obligated) that is (i) incurred or arising
after the Petition Date and prior to the Effective Date, (ii) for those
Administrative Expense Claims as to which the Administrative Expense Claim Bar
Date is applicable, which has been filed before the Administrative Expense Bar
Date, and (iii) as to which no objection to the allowance of such Administrative
Expense Claim has been filed by the Reorganizing Debtors, the Committee, the
United States Trustee or any other party in interest as permitted under the
Bankruptcy Code. All Administrative Expense Claims arising under or relating to
the DIP Financing Facility are deemed Allowed Administrative Expense Claims.
"Allowed Class o Claim " means an Allowed Claim in the
specified Class.
"Allowed Priority Tax Claims" means any Claim that is Allowed
pursuant to Section 2.4 of this Reorganization Plan.
"Allowed Subclass 3B Settlement Amount" means the aggregate
amount of the Subclass 3B Secured Claims held by holders that are Accepting
Bondholders.
"Allowed Subclass 3A Secured Claim Amount" means the allowed
amount of the Secured Bank Claims, currently estimated to be $434 million
including accrued but unpaid fees and interest, but subject to ultimate
resolution of the claims under the Prepetition Credit Agreement.
"Allowed Subclass 3B Secured Claim Amount" means the allowed
amount of the 9.25% Debenture Claims, currently estimated to be $105 million
including accrued but unpaid fees and interest, but subject to ultimate
resolution of the claims under the 9.25% Debentures Adversary Proceeding.
"Assuming Debtors' Schedule of Rejected Contracts and Leases"
means the schedule of the executory contracts and unexpired leases to which each
of the Assuming Debtors (as defined in Section 9.1(b) of this Reorganization
Plan) is a party that will be rejected under Article IX of the Plan, which
schedule has been filed as Exhibit 9.1B hereto and shall be served on the
relevant parties no less than twenty-three (23) days prior to the Confirmation
Hearing.
"Ballot" means the ballot that accompanies the Disclosure
Statement upon which holders of Impaired Claims entitled to vote on the
Reorganization Plan shall indicate their acceptance or rejection of the
Reorganization Plan.
"Ballot Deadline" means the date and time set by the Court by
which the Balloting Agent must receive all Ballots.
"Balloting Agent" means Bankruptcy Services LLC ("BSI") or
such other entity authorized by the Court to distribute, collect and tally
Ballots.
"Bankruptcy Code" means title 11 of the United States Code, as
amended from time to time, as applicable to the Chapter 11 Cases.
"Bankruptcy Rules" means the Federal Rules of Bankruptcy
Procedure promulgated by the United States Supreme Court under 28 U.S.C. ss.
2075 and the local rules of the Court (including any applicable local rules and
standing and administrative orders of the Court), as now in effect or hereafter
amended, as applicable to the Chapter 11 Cases.
"Bar Date" means the applicable date or dates fixed by the
Court or this Reorganization Plan for filing proofs of claim or interests in the
Chapter 11 Cases.
"Bondholders Committee" means the Informal Committee of
Secured Debenture Holders of certain holders of, and the Indenture Trustee for,
the 9.25% Debentures issued by Covanta.
"Business Day" means any day other than a Saturday, Sunday or
"legal holiday" as such term is defined in Bankruptcy Rule 9006(a).
"Cash" means lawful currency of the United States, including
cash equivalents, bank deposits, checks and other similar items, unless
otherwise indicated.
"Chapter 11 Cases" means the voluntary cases under Chapter 11
of the Bankruptcy Code commenced by each Reorganizing Debtor, which cases are
currently pending before the Court under the caption In re Ogden Services New
York, Inc. et al., Case Nos. 02-40826 (CB), et al.
"Claim" has the meaning set forth in section 101 of the
Bankruptcy Code, whether or not asserted.
"Claims Objection Deadline" means that day which is one
hundred eighty (180) days after the Effective Date, as the same may be extended
from time to time by the Court, without further notice to parties in interest.
"Class" means any group of similar Claims or Equity Interests
described in Article IV of the Reorganization Plan in accordance with section
1123(a)(1) of the Bankruptcy Code.
"Class 3 CPIH Preferred Stock" means shares of Reorganized
CPIH Preferred Stock with an aggregate liquidation preference of $27 million.
"Class 6 CPIH Preferred Stock" means shares of Reorganized
CPIH Preferred Stock with an aggregate liquidation preference of $3 million,
subject to the certificate of designation relating to such CPIH Preferred Stock
which shall provide, among other things, that such liquidation preference shall
only be applicable after $90 million of Cash distributions from a sale or other
disposition of CPIH and its subsidiaries.
"Class 6 Litigation Claims" means any preference actions,
fraudulent conveyance actions, rights of setoff and other claims or causes of
action under sections 544, 547, 548, 549, 550 and 553 of the Bankruptcy Code and
other applicable bankruptcy law that may be brought against the holder of any
Unsecured Claim against the Reorganizing Debtors or Liquidating Debtors but
specifically excluding any such claims against the Prepetition Lenders, the DIP
Lenders, the Agent Banks and the DIP Agents.
"Class 6 Representative" means counsel for the Committee as
authorized pursuant to Section 11.8(b) of this Reorganization Plan.
"Class 6 Warrants" means Reorganization Plan Warrants issued
by Reorganized Covanta on the Effective Date pursuant to this Reorganization
Plan exercisable for approximately seven and one half percent (7.5%) of the
Reorganized Covanta Common Stock, subject only to dilution with respect to the
Covanta Management Incentive Plan.
"Committee" means the Official Committee of Unsecured
Creditors appointed by the Office of the United States Trustee in the Chapter 11
Cases pursuant to section 1102 of the Bankruptcy Code, as appointed, modified or
reconstituted from time to time.
"Confirmation Date" means the date on which the clerk of the
Court enters the Confirmation Order on the docket, within the meaning of
Bankruptcy Rules 5003 and 9021.
"Confirmation Hearing" means the hearing held by the Court to
consider confirmation of the Reorganization Plan pursuant to section 1128 of the
Bankruptcy Code, as such hearing may be adjourned or continued from time to
time.
"Confirmation Order" means the order of the Court confirming
the Reorganization Plan pursuant to section 1129 of the Bankruptcy Code,
together with any subsequent orders, if any, pursuant to sections 1127 and 1129
of the Bankruptcy Code approving modifications to the Reorganization Plan, which
in each case shall be in form and substance satisfactory to the Reorganizing
Debtors.
"Convenience Claim" means any Unsecured Claim, other than an
Intercompany Claim, against any Operating Company Reorganizing Debtor in an
amount equal to or less than $2,500.
"Convertible Subordinated Bond Claims" means any Unsecured
Claim that arises out of, or is attributable to, ownership of the Convertible
Subordinated Bonds.
"Convertible Subordinated Bonds" means all the convertible
subordinated notes issued by Covanta, including (i) those in the aggregate
principal amount of $85,000,000 bearing an interest rate of 6% per annum and
(ii) those in the aggregate principal amount of $63,500,000 bearing an interest
rate of 5-3/4% per annum.
"Court" collectively means the United States Bankruptcy Court
for the Southern District of New York and, to the extent it may exercise
jurisdiction over the Chapter 11 Cases, the United States District Court for the
Southern District of New York or if either such court ceases to exercise
jurisdiction over the Chapter 11 Cases, such other Court or adjunct thereof that
exercises competent jurisdiction over the Chapter 11 Cases or any proceeding
therein.
"Covanta" means Covanta Energy Corporation, a Reorganizing
Debtor and the ultimate corporate parent directly or indirectly holding an
interest in all the Reorganizing Debtors in these Chapter 11 Cases.
"Covanta Energy Americas" means Covanta Energy Americas, Inc.,
a Reorganizing Debtor.
"Covanta Huntington" means Covanta Huntington, L.P., a
Reorganizing Debtor.
"Covanta Management Incentive Plan" means a long term
management incentive plan based upon the value of Reorganized Covanta Common
Stock, which shall be approved by the Board of Directors of Reorganized Covanta,
the economic effect of which shall dilute the value of the Reorganization Plan
Warrants and the outstanding shares of Reorganized Covanta Common Stock.
"Covanta Onondaga" means Covanta Onondaga, L.P., a
Reorganizing Debtor.
"CPIH" means Covanta Power International Holdings, Inc., a
Reorganizing Debtor.
"CPIH Participation Interest" means an agreement among the
holders of the New CPIH Funded Debt and the holders of Allowed Class 6 Claims
entitling the holders of Allowed Class 6 Claims to receive from a distribution
to the holders of New CPIH Funded Debt of net proceeds resulting from (i) the
sale or other disposition of CPIH and its subsidiaries, (ii) the sale or other
disposition of the assets of CPIH and its subsidiaries, or [(iii) a refinancing
undertaken for the purpose of retiring any or all of the New CPIH Funded Debt],
an amount equal to five percent (5%) of the first $80 million of such net
proceeds when distributed from any such sale, disposition [or refinancing], but
in no event shall such amount received pursuant to such participation interest
exceed $4 million in the aggregate.
"Deficiency Claim" means an Allowed Claim of a holder equal to
the amount by which the aggregate Allowed Claims of such holder exceed the sum
of (a) any setoff rights of the holder permitted under section 553 of the
Bankruptcy Code plus (b) (without duplication of clause (a)) the Secured Claim
of such holder; provided, however, that if the holder of a Secured Claim makes
the election pursuant to section 1111(b)(2) of the Bankruptcy Code, there shall
not be a Deficiency Claim in respect of such Claim.
"DIP Agents" means Bank of America, N.A., as administrative
agent, and Deutsche Bank AG, New York branch, as documentation agent, under the
DIP Financing Facility.
"DIP Financing Facility" means the Debtor-in-Possession
Credit Agreement, dated as of April 1, 2002, among the Reorganizing Debtors, the
Heber Debtors, the Liquidating Debtors, the DIP Lenders and the DIP Agents, as
it has been or may be amended and modified from time to time, and as approved
and extended by order of the Court.
"DIP Lenders" means those Persons from time to time party to
the DIP Financing Facility as lenders.
"Disbursing Agent" means Reorganized Covanta, in its capacity
as disbursing agent under this Reorganization Plan, together with such other
persons as may be selected by Reorganized Covanta in accordance with, or
otherwise referred to in, Section 7.3 of this Reorganization Plan.
"Disclosure Statement" means the written disclosure statement
that relates to this Reorganization Plan, the Heber Reorganization Plan and the
Liquidation Plan and is approved by the Court pursuant to section 1125 of the
Bankruptcy Code, as such disclosure statement may be amended, modified, or
supplemented (and all exhibits and schedules annexed thereto or referred to
therein) and that is prepared and distributed in accordance with section 1125 of
the Bankruptcy Code and Bankruptcy Rule 3018.
"Disputed Claim" means that portion (including, when
appropriate, the whole) of a Claim that is not an Allowed Claim, is subject to
an Estimation Request, or as to which an objection has been filed. For the
purposes of the Reorganization Plan, a Claim shall be considered a Disputed
Claim in its entirety before the time that an objection has been or may be filed
if: (a) the amount or classification of the Claim specified in the relevant
proof of claim exceeds the amount or classification of any corresponding Claim
scheduled by a Reorganizing Debtor in its Schedules; (b) any corresponding Claim
scheduled by a Reorganizing Debtor has been scheduled as disputed, contingent or
unliquidated in its Schedules; or (c) no corresponding Claim has been scheduled
by a Reorganizing Debtor in its Schedules.
"Disputed Claims Reserve" means, with respect to each Class of
Claims in which there exists any Disputed Claim on or after the Effective Date
other than Class 4, Cash, Reorganization Plan Notes or Reorganization Plan
Equity Securities and Warrants to be set aside by the Disbursing Agent in
separate accounts corresponding to each such Class of Claims in which there are
Disputed Claims, in an amount such that, if such Disputed Claims become Allowed
Claims, there will be sufficient Cash, Reorganization Plan Notes or
Reorganization Plan Equity Securities and Warrants to pay all such Disputed
Claims pro rata with Allowed Claims in such Class with respect to each such
Class of Claims in accordance with the provisions of this Reorganization Plan.
Each Disputed Claims Reserve is to be maintained under this Reorganization Plan,
as set forth more fully in Article VIII of this Reorganization Plan.
"Distributable Cash" means an amount of Cash equal to the
lesser of (i) $60 million, and (ii) the Post-Closing Cash.
"Distribution" means the distribution to holders of Allowed
Claims in accordance with this Reorganization Plan of Cash, Reorganization Plan
Notes, Reorganization Plan Equity Securities and Warrants or other property, as
the case may be.
"Distribution Address" means (i) the address of the holder of
a Claim set forth in the relevant proof of claim, (ii) the address set forth in
any written notices of address change delivered to the Disbursing Agent after
the date of any related proof of claim, or (iii) if no proof of claim is filed
in respect to a particular Claim, the address set forth in the relevant
Reorganizing Debtor's Schedules of Assets and Liabilities or register maintained
for registered securities.
"Distribution Date" means the date that is the later of (i)
the Effective Date or as soon thereafter as reasonably practicable, but in no
event later than thirty (30) days after the Effective Date and (ii) the first
Business Day after the date that is thirty (30) days after the date such Claims
become Allowed Claims or otherwise become payable under the Reorganization Plan.
"Distribution Record Date" means the Confirmation Date or,
with respect to holders of 9.25% Debenture Claims, the date fixed by the Court
as the record date for determining the holders of 9.25% Debentures who are
entitled to receive Distributions under this Reorganization Plan.
"Domestic Reorganizing Debtors" means the Reorganizing Debtors
other than CPIH and its direct and indirect subsidiaries.
"DSS Environmental" means DSS Environmental, Inc., a
Reorganizing Debtor.
"Effective Date" means a date, which is a Business Day,
selected by each of the Reorganizing Debtors that is no more than ten (10)
Business Days following the date on which all conditions set forth in Section
10.2 of this Reorganization Plan have been satisfied or expressly waived
pursuant to Section 10.3 of this Reorganization Plan.
"Equity Interest" means as to each Reorganizing Debtor, any
equity security, partnership interest or share of common stock or other
instrument evidencing an ownership interest in such Reorganizing Debtor,
regardless of whether it may be transferred, and any option, warrant or right,
contractual or otherwise, to acquire an ownership interest or other equity
security in such Reorganizing Debtor and shall include any redemption,
conversion, exchange, voting participation, dividend rights and liquidation
preferences relating thereto.
"ESOP" means an employee stock ownership plan within the
meaning of section 4975(e)(7) of the Internal Revenue Code of 1986, as amended.
"Estate" means as to each Reorganizing Debtor, the estate
which was created by the commencement of such Reorganizing Debtor's Chapter 11
Case pursuant to section 541 of the Bankruptcy Code, and shall be deemed to
include, without limitation, any and all privileges of such Reorganizing Debtor
and all interests in property, whether real, personal or mixed, rights, causes
of action, avoidance powers or extensions of time that such Reorganizing Debtor
or such estate shall have had effective as of the commencement of the Chapter 11
Case, or which such estate acquired after the commencement of the Chapter 11
Case, whether by virtue of section 544, 545, 546, 547, 548, 549 or 550 of the
Bankruptcy Code or otherwise.
"Estimated Recovery Value" means the estimated value of any
Distribution under this Reorganization Plan; provided, that with respect to
Distributions consisting of Reorganization Plan Notes, the Estimated Recovery
Value shall be determined based upon the face amount of such Reorganization Plan
Notes (which in the case of the New High Yield Secured Notes shall mean the face
amount prior to any accretion in principal amount); and further, provided, that
with respect to Distributions consisting of Reorganization Plan Equity
Securities and Warrants, the Estimated Recovery Value shall be the valuation for
any such Reorganization Plan Equity Securities and Warrants set forth in the
Disclosure Statement or as determined by the Court.
"Estimation Request" means a request for estimation of a Claim
in accordance with the Bankruptcy Code and Bankruptcy Rules.
"Excess Distributable Cash" means, if Distributable Cash is
equal to $60 million, an amount of Cash equal to ninety-eight percent (98%) of
Post-Closing Cash in excess of Distributable Cash.
"Exit Costs" means the Cash costs for consummation of this
Reorganization Plan, to be either paid or reserved on or shortly after the
Effective Date pursuant to the terms hereof, including without limitation, (i)
all amounts required with respect to Distributions to holders of Allowed
Administrative Expense Claims, Allowed Convenience Claims, and funding of
reserves with respect to Disputed Claims, (ii) funding the Operating Reserve,
(iii) payment of all costs and expenses associated with the transactions
contemplated hereunder, (iv) severance costs, (v) establishment of tax reserves
with respect to the Geothermal Sale, (vi) payment of any Heber Administrative
Costs, and (vii) such other reserves as may be required under one or more of the
Exit Financing Agreements.
"Exit Financing Agreements" means the agreements providing for
new credit facilities, to be entered into on the Effective Date among the
applicable Reorganizing Debtors and the Persons identified therein as lenders,
consisting of the Reinstated L/C Facility, the New Revolver Facility, the New
L/C Facility, the New CPIH Funded Debt, the New CPIH Revolver Facility and the
New High Yield Indenture, each substantially in the form set forth in the
Reorganization Plan Supplement, and all collateral and other agreements executed
in connection therewith.
"Exit Facility Agents" means Bank of America, N.A., as
Administrative Agent and Collateral Agent and Deutsche Bank A.G., New York
branch, as Document Agent, under certain of the Exit Financing Agreements.
"Final Order" means an order or judgment of the Court, as
entered on the docket of the Court, that has not been reversed, stayed,
modified, or amended, and as to which: (a) the time to appeal, seek review or
rehearing or petition for certiorari under the Bankruptcy Rules has expired and
no timely filed appeal or petition for review, rehearing, remand or certiorari
is pending; or (b) any appeal taken or petition for certiorari filed has been
resolved by the highest Court to which the order or judgment was appealed or
from which certiorari was sought, provided, however, that the possibility that a
motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any
analogous rule under the Bankruptcy Rules or other rules governing procedure in
cases before the Court, may be filed with respect to such order or judgment
shall not cause such order or judgment not to be a Final Order.
"Free Cash" means the total amount of Cash held by the
Reorganizing Debtors on the Effective Date after consummation of the Geothermal
Sale and immediately prior to giving effect to the payment of Exit Costs or any
other Distributions or transactions contemplated by this Reorganization Plan;
provided, however that Free Cash does not include the Post-Confirmation Working
Capital or any other Cash as to which usage by the Reorganizing Debtors is
restricted in any manner pursuant to the terms of any applicable agreements to
which the Reorganized Debtors are party, including, without limitation, any
project financing or operating agreements.
"Geothermal Sale" means the sale of certain assets related to
the Heber Debtors' geothermal independent power production business and the
Reorganizing Debtors' equity therein pursuant to the Heber Reorganization Plan.
"Heber Administrative Claims" means all Allowed Administrative
Expense Claims pursuant to the Heber Reorganization Plan.
"Heber Debtors" means AMOR 14 Corporation, Covanta SIGC
Energy, Inc. Covanta SIGC Energy II, Inc., Heber Field Company, Heber Geothermal
Company and Second Imperial Geothermal Company, L.P., each of which are
affiliates of the Reorganizing Debtors and are being reorganized pursuant to the
Heber Plan of Reorganization.
"Heber Debtors Intercompany Claim" means any Intercompany
Claim held by a Heber Debtor, but excluding any such Claim that would also be
included in the definition of Liquidating Debtors Intercompany Claim or
Reorganizing Debtors Intercompany Claim.
"Heber Reorganization Plan" means the Joint Plan of
Reorganization of the Heber Debtors under Chapter 11 of the Bankruptcy Code
(including all exhibits, supplements, appendices and schedules annexed thereto),
dated September24, 2003, as the same may be amended, modified or supplemented
from time to time.
"Impaired" means, when used with reference to an Allowed Claim
or an Allowed Equity Interest, a Claim or Equity Interest that is impaired
within the meaning of section 1124 of the Bankruptcy Code.
"Indenture Trustee" means Wells Fargo Bank Minnesota, National
Association, in its capacity as indenture trustee with respect to the 9.25%
Debentures.
"Initial Distribution" means the initial distribution of the
Secured Class 3 Total Distribution into separate Distributions for Subclass 3A
and Subclass 3B in accordance with Section 4.4(c)(I) of this Reorganization
Plan.
"Initial Petition Date" means April 1, 2002, the date upon
which the Reorganizing Debtors identified on Exhibit 3 hereto filed their
respective orders for relief under Chapter 11 of the Bankruptcy Code.
"Intercompany Claims" means all Claims against a Reorganizing
Debtor asserted by any Liquidating Debtor, Heber Debtor, Non-Debtor Affiliate or
any other Reorganizing Debtor, including, without limitation, any (a) preference
actions, fraudulent conveyance actions, rights of setoff and other claims or
causes of action under sections 544, 547, 548, 549, 550 and 553 of the
Bankruptcy Code and other applicable bankruptcy or nonbankruptcy law, (b) claims
or causes of action arising out of illegal dividends or similar theories of
liability, (c) claims or causes of action based on piercing the corporate veil,
alter ego liability or similar legal or equitable theories of recovery arising
out of the ownership or operation of any of the Reorganizing Debtors prior to
the applicable Petition Date, (d) claims or causes of action based on unjust
enrichment, (e) claims or causes of action for breach of fiduciary duty,
mismanagement, malfeasance or, to the extent they are claims or causes of action
of any of the Reorganizing Debtors, fraud, (f) claims or causes of action
arising out of any contracts or other agreements between or among any of the
Reorganizing Debtors and any Liquidating Debtor, Heber Debtor, Non-Debtor
Affiliate or any other Reorganizing Debtor that are rejected, and (g) any other
claims or causes of action arising out of or related in any way to the Chapter
11 Cases, the Liquidation Plan, this Reorganization Plan or the Heber
Reorganization Plan that are based on an injury that affects or affected the
shareholders or creditors of any of the Liquidating Debtors, Heber Debtors,
Reorganizing Debtors or Non-Debtor Affiliates generally; provided, however that
Intercompany Claims shall not include the Claims of Greenway Insurance Company
of Vermont against any Reorganizing Debtor.
"Intercreditor Agreement" means the Intercreditor Agreement
dated as of March 14, 2001, among Covanta and its affiliates named therein and
the Prepetition Lenders, as it has been or may be amended, supplemented or
otherwise modified.
"Intermediate Holding Company Debtor" means any of the
Reorganizing Debtors identified as such on Exhibit 1 hereto.
"Lien" has the meaning set forth in section 101(37) of the
Bankruptcy Code.
"Liquidating Debtors" means those debtors identified on
Exhibit 2 attached hereto that are being liquidated pursuant to the Liquidation
Plan.
"Liquidating Debtors Intercompany Claim" means any
Intercompany Claim held by a Liquidating Debtor or any of its direct or indirect
subsidiaries.
"Liquidation Plan" means the Joint Plan of Liquidation of
Ogden New York Services, Inc., et al. under Chapter 11 of the Bankruptcy Code
(including all exhibits, supplements, appendices and schedules annexed thereto),
dated September 8, 2003, as the same may be amended, modified or supplemented
from time to time.
"Loss Sharing Litigation" means docket item number 595 in the
Chapter 11 Cases captioned as The Motion of Canadian Imperial Bank of Commerce,
as agent for the Canadian Loss Sharing Lenders, for an Order (1) Interpreting
and Enforcing the Final DIP Order and (2) Confirming the Amount of the Tranche C
Loans to the Debtors, dated June 25, 2002, pending before the Court.
"New CPIH Funded Debt" means the new debt to be issued, in the
form of a term loan, by Reorganized CPIH as part of the Exit Financing
Agreements on the Effective Date in the aggregate principal amount of $80
million, to be secured by a second priority lien on substantially all of
Reorganized CPIH's and its domestic subsidiaries' assets.
"New CPIH Revolver Facility" means the new revolving line of
credit facility, to be entered into as part of the Exit Financing Agreements as
an obligation of Reorganized CPIH and its domestic subsidiaries, guaranteed and
secured by the Domestic Reorganizing Debtors, and secured by a first priority
lien on substantially all of Reorganized CPIH's and its domestic subsidiaries'
assets, junior only to duly perfected and unavoidable prior liens, providing for
a revolving credit line of up to $10 million dollars for purposes of supporting
the business operations of CPIH and its domestic subsidiaries, as more
particularly described therein.
"New Facility Lenders" means the Persons, other than any of
the Additional New Lenders, named as lenders with respect to the New Revolver
Facility, the New CPIH Revolver Facility or the New L/C Facility.
"New High Yield Indenture" means the indenture to be entered
into as part of the Exit Financing Agreements providing for the issuance by
Reorganized Covanta of the New High Yield Secured Notes at discount in the
aggregate amount of $200 million, which liability will grow to $225 million at
maturity.
"New High Yield Secured Notes" means the new notes, secured by
a third priority lien on the Post-Confirmation Collateral, to be issued by
Reorganized Covanta and guaranteed by the Domestic Reorganizing Debtors on the
Effective Date pursuant to the New High Yield Indenture in accordance with the
terms of this Reorganization Plan substantially in the form of the New High
Yield Secured Note contained in the Reorganization Plan Supplement.
"New Lender Warrants" means Reorganization Plan Warrants
issued by Reorganized Covanta pursuant to this Reorganization Plan exercisable
for approximately twenty five percent (25%) of the Reorganized Covanta Common
Stock, subject only to dilution with respect to the Covanta Management Incentive
Plan.
"New L/C Facility" means the new letter of credit facility, to
be entered into as part of the Exit Financing Agreements, as an obligation of
the Domestic Reorganizing Debtors, secured by a first priority lien on the
Post-Confirmation Collateral and the assets of CPIH and its subsidiaries, junior
only to duly perfected and unavoidable prior liens, providing for commitments
for issuance of certain letters of credit of up to $87.0 million for purposes of
supporting the Domestic Reorganizing Debtors business operations, as more
particularly described therein.
"New Revolver Facility" means the new revolving line of credit
facility, to be entered into as part of the Exit Financing Agreements, as an
obligation of the Domestic Reorganizing Debtors, secured by a first priority
lien on the Post-Confirmation Collateral and the assets of CPIH and its
subsidiaries, junior only to duly perfected and unavoidable prior liens,
providing for a revolving credit line of up to $40 million for purposes of
financing the business operations of the Domestic Reorganizing Debtors, as more
particularly described therein.
"Non-Debtor Affiliate" means any affiliate of the Reorganizing
Debtors that is not a subject of these Chapter 11 Cases.
"Non-Participating Lender" means any holder of an Allowed
Class 3 Claim that is not a New Facility Lender or one of the Additional New
Lenders.
"Non-Priority Subclass 3A Claims" means all Secured Bank
Claims other than Priority Bank Claims.
"9.25% Debenture Claim" means any Claim that arises out of, or
is attributable to, ownership of the 9.25 % Debentures.
"9.25% Debenture Holders Subclass 3B Distribution" means the
aggregate Distribution to holders of Allowed Subclass 3B Claims pursuant to this
Reorganization Plan.
"9.25% Debentures" means those certain debentures issued by
Ogden Corporation (now known as Covanta) in the aggregate principal amount of
$100,000,000 due in March 2022 and bearing an interest rate of 9.25 % per annum
(Cusip No. 676346AF6).
"9.25% Debentures Adversary Proceeding" means adversary
proceeding No. 02-03004 captioned as The Official Committee of Unsecured
Creditors v. Wells Fargo Bank Minnesota, National Association, et al., pending
before the Court.
"9.25% Deficiency Claim" means an amount equal to (X) the
Allowed amount of 9.25% Debenture Claims, currently estimated at $105 million
including accrued but unpaid fees and interest minus (Y) as of the Effective
Date, the Estimated Recovery Value of the 9.25% Debenture Holders Subclass 3B
Distribution without deducting from such Estimated Recovery Value any payment of
the Settlement Distribution, such amount to be determined by agreement of the
holders of the 9.25% Debentures, the Reorganizing Debtors and the Committee, or
by order of the Court.
"9.25% Settlement" means the settlement agreed to by the
Committee and each Accepting Bondholder with respect to the 9.25% Debentures
Adversary Proceeding, providing for, among other things, each holder of an
Allowed Class 6 Claim to receive an additional Distribution consisting of a
Settlement Distribution with respect to the Subclass 3B Accepting Bondholder
Recovery, as further set forth in Exhibit 5 attached to this Reorganization
Plan.
"Old Covanta Stock" means the pre-confirmation common stock,
options, warrants, preferred stock or any other Equity Interest of Covanta,
whether issued and outstanding or held in treasury.
"Operating Company Reorganizing Debtor" means any of the
Reorganizing Debtors other than Covanta and the Intermediate Holding Company
Debtors.
"Operating Company Unsecured Claims" means all Unsecured
Claims asserted against any Operating Company Reorganizing Debtor; provided,
however, that the term Operating Company Unsecured Claims shall not include any
Convenience Claim.
"Operating Reserve" shall have the meaning assigned to such
term in the Liquidation Plan.
"Operating Reserve Deficiency Amount" means the amount of the
Operating Reserve Deficiency (as defined in Section 6.1(a) of the Liquidation
Plan), if any, that shall be transferred by the Reorganizing Debtors to the
Operating Reserve.
"Parent and Holding Company Guarantee Claim" means any Claim
against Covanta or any Intermediate Holding Company Debtor based on a guarantee
of an obligation of any other Reorganizing Debtor, including, without
limitation, performance guarantees; provided, however, that Parent and Holding
Company Guarantee Claims do not include the Claims of the Prepetition Lenders,
the DIP Lenders, the holders of the 9.25% Debentures or Intercompany Claims.
"Parent and Holding Company Unsecured Claims" means all
Unsecured Claims asserted against Covanta or any Intermediate Holding Company
Debtor; provided, however, that the term Parent and Holding Company Unsecured
Claims shall not include any Convenience Claims or Operating Company Unsecured
Claims; further, provided that the term Parent and Holding Company Unsecured
Claims shall not include the Prepetition Lender Deficiency Claim; further,
provided that the term Parent and Holding Company Unsecured Claims shall include
the 9.25% Deficiency Claim only with respect to that portion of the 9.25%
Deficiency Claim held by Rejecting Bondholders.
"Person" has the meaning provided in section 101(41) of the
Bankruptcy Code and includes, without limitation, any individual, corporation,
partnership, association, indenture trustee, organization, joint stock company,
joint venture, estate, trust, governmental unit or any political subdivision
thereof, the Committee, Indenture Trustee, Equity Interest holders, holders of
Claims, current or former employees of any Reorganizing Debtor, or any other
entity.
"Petition Date" means, collectively, the Initial Petition Date
and the Subsequent Petition Date.
"Plan Documents" means the documents to be executed,
delivered, assumed or performed in conjunction with the consummation of this
Reorganization Plan on the Effective Date, including, without limitation, the
amended organizational documents for Reorganized Covanta and the Exit Financing
Agreements and shall be treated as if incorporated herein.
"Post-Closing Cash" means an amount of Cash determined on the
Effective Date equal to Free Cash minus Exit Costs.
"Post-Confirmation Collateral" means all assets of the
Domestic Reorganizing Debtors, including the common stock of CPIH, to the extent
such assets may be subject to a Lien, with respect to such Debtors' obligations
under the Exit Financing Agreements without violation of any applicable law or
the terms of any contracts that have been assumed or reinstated by the
Reorganized Debtors unless otherwise waived or consented to.
"Post-Confirmation Working Capital" means an amount of Cash
equal to $10 million to be retained on the Effective Date by the Domestic
Reorganizing Debtors.
"Preference Claim" means a claim, right or cause of action
accruing under section 547 of the Bankruptcy Code, or under section 550 of the
Bankruptcy Code to recover a transfer avoided under section 547 of the
Bankruptcy Code, and which may be asserted by or on behalf of a Reorganizing
Debtor.
"Preferred Distribution" shall have the meaning assigned to
that term under the Intercreditor Agreement.
"Prepetition Credit Agreement" means the Revolving Credit and
Participation Agreement dated as of March 14, 2001, among Covanta, certain other
Reorganizing Debtors, certain other Liquidating Debtors and the Prepetition
Lenders and the Security Agreement dated as of March 14, 2001, both as they have
been or may be amended, supplemented or otherwise modified from time to time.
"Prepetition Lenders" means the Persons identified as lenders
under the Prepetition Credit Agreement, together with their successors and
permitted assigns.
"Prepetition Lender Deficiency Claim" means an amount equal to
(X) the Allowed amount of the claims of the Prepetition Lenders, currently
estimated at $434 million including accrued but unpaid fees and interest minus
(Y) as of the Effective Date, the Estimated Recovery Value of the Subclass 3A
Recovery, such amount to be determined by agreement of the Prepetition Lenders,
the Reorganizing Debtors and the Committee, or by order of the Court.
"Priority Bank Claims" means all Secured Bank Claims that are
entitled to a Preferred Distribution or Ratable Paydown pursuant to the
Intercreditor Agreement.
"Priority Bank Lenders" means the Prepetition Lenders that
hold Priority Bank Claims.
"Priority Non-Tax Claim" means any Claim entitled to priority
pursuant to section 507(a) of the Bankruptcy Code, other than: (a) an
Administrative Expense Claim or (b) a Priority Tax Claim.
"Priority Tax Claim" means any Claim of a Government Unit of
the kind entitled to priority in payment as specified in sections 502(i) and
507(a)(8) of the Bankruptcy Code.
"Pro Rata Class Share" means the proportion that the amount of
any Claim bears to the aggregate amount of such Claim and all other Claims in
the same Class entitled to distributions from the same source of Cash,
Reorganization Plan Notes or Reorganization Plan Equity Securities and Warrants,
including Disputed Claims.
"Pro Rata Subclass Share" means the proportion that the amount
of any Claim bears to the aggregate amount of such Claim and all other Claims in
the same Subclass entitled to Distributions from the same source of Cash,
Reorganization Plan Notes or Reorganization Plan Equity Securities and Warrants,
including Disputed Claims.
"Project Debt Claim" means any Claim against an Operating
Company Reorganizing Debtor that is secured by a Lien on such Operating Company
Reorganizing Debtor's tangible or intangible assets; provided, however, that
Project Debt Claims do not include the Claims of the Prepetition Lenders, the
DIP Lenders, the holders of the 9.25% Debentures or Intercompany Claims.
"Ratable Paydown" shall have the meaning assigned to that term
under the Intercreditor Agreement.
"Reinstated L/C Facility" means the letter of credit facility,
secured by a second priority lien on the Post-Confirmation Collateral, to be
reinstated as part of the Exit Financing Agreements providing for letters of
credit in the aggregate face amount of up to $176 million for purposes of
continuing or replacing certain unfunded letters of credit issued and
outstanding as of the Effective Date under Tranche B of the DIP Financing
Facility and for funding draws with respect thereto.
"Rejecting Bondholder" means any member of Subclass 3B that
rejects being included as a settling party pursuant to the 9.25% Settlement
Agreement by expressly marking the appropriate box on the Ballot distributed to
holders of Subclass 3B Secured Claims.
"Rejecting Debtors' Schedule of Assumed Contracts and Leases"
means a schedule of the executory contracts and unexpired leases to which each
of the Rejecting Debtors (as defined in Section 9.1(a) of this Reorganization
Plan) is a party that will be assumed under Article IX of the Plan, which
schedule has been filed as Exhibit 9.1A hereto and shall be served on the
relevant parties no less than twenty-three (23) days prior to the Confirmation
Hearing.
"Reorganization Plan" means this chapter 11 plan of
reorganization, including without limitation, all documents referenced herein
and all exhibits, supplements, appendices and schedules hereto, either in its
present form or as the same may be altered, amended or modified from time to
time.
"Reorganization Plan Equity Securities and Warrants" means the
Reorganized CPIH Preferred Stock, Reorganized Covanta Common Stock and
Reorganization Plan Warrants.
"Reorganization Plan Notes" means the New High Yield Secured
Notes, the Reorganization Plan Unsecured Notes and the New CPIH Funded Debt.
"Reorganization Plan Supplement" means a supplemental appendix
to this Reorganization Plan that will contain the Plan Documents in
substantially completed form, to be filed no later than five (5) days prior to
the last date by which votes to accept or reject this Reorganization Plan must
be submitted. Documents to be included in the Reorganization Plan Supplement
will be posted at www.covantaenergy.com as they become available.
"Reorganization Plan Unsecured Notes" means the new
subordinated unsecured notes to be issued by Reorganized Covanta on the
Effective Date in accordance with the terms of this Reorganization Plan in an
aggregate principal amount equal to the aggregate amount of Allowed Class 4
Claims, substantially in the form of the Reorganization Plan Unsecured Note
contained in the Reorganization Plan Supplement.
"Reorganization Plan Warrants" means the warrants exercisable
for forty nine and ninety nine one hundredths percent (49.99%) of Reorganized
Covanta Common Stock to be issued by Reorganized Covanta on the Effective Date
in accordance with the terms of this Reorganization Plan, substantially in the
form of the Reorganization Plan Warrant contained in the Reorganization Plan
Supplement, subject only to dilution with respect to the Covanta Management
Incentive Plan.
"Reorganized Covanta" means Covanta on and after the Effective
Date.
"Reorganized Covanta Common Stock" means the shares of common
stock of Reorganized Covanta, authorized under Section 6.3 of this
Reorganization Plan and under the amended and restated certificate of
incorporation for Reorganized Covanta.
"Reorganized Covanta Secured Claims" means the Secured Bank
Claims and Secured 9.25% Debenture Claims.
"Reorganized CPIH Preferred Stock" means the shares of
convertible preferred stock of CPIH, authorized under Section 6.3 of this
Reorganization Plan and under the amended and restated certificate of
incorporation for Reorganized CPIH with an aggregate liquidation preference of
$30 million and with voting, dividend and conversion rights, as set forth
substantially in the form of the Reorganization Plan CPIH Preferred Stock
certificate of designation contained in the Reorganization Plan Supplement. The
number of issued and outstanding shares of CPIH Preferred Stock as of the
Effective Date shall be 1,000,000, and the number of authorized shares shall be
1,000,000.
"Reorganized Debtor" means each Reorganizing Debtor, on or
after the Effective Date.
"Reorganizing Debtors" has the meaning ascribed to such term
on the first page of this Reorganization Plan (each of the Reorganizing Debtors
is individually referred to herein as a Reorganizing Debtor). A list of the
Reorganizing Debtors is attached hereto as Exhibit 1.
"Reorganizing Debtors Intercompany Claim" means any
Intercompany Claim held by a Reorganizing Debtor or any of its direct or
indirect subsidiaries, including Non-Debtor Affiliates, but excluding any such
Claims that would also be included in the definition of Liquidating Debtors
Intercompany Claim or Heber Debtors Intercompany Claim.
"Retained Professional" means the professionals retained in
these jointly administered Chapter 11 Cases by the Reorganizing Debtors or the
Committee pursuant to sections 327, 328 or 1103 of the Bankruptcy Code pursuant
to Final Orders of the Court.
"Schedules" means the schedules of assets and liabilities and
the statement of financial affairs filed by the Reorganizing Debtors as required
by sections 521 and 1106(a)(2) of the Bankruptcy Code and Bankruptcy Rule 1007,
as they have been or may be supplemented or amended from time to time.
"Secured Bank Claims" means the Secured Claims of the
Prepetition Lenders arising under (i) the Prepetition Credit Agreement and
related collateral documents, and (ii) the Intercreditor Agreement, including
the Priority Bank Claims and the Non-Priority Subclass 3A Claims.
"Secured Claim" means, pursuant to section 506 of the
Bankruptcy Code, that portion of a Claim that is secured by a valid, perfected
and enforceable security interest, lien, mortgage or other encumbrance, that is
not subject to avoidance under applicable bankruptcy or non-bankruptcy law, in
or upon any right, title or interest of any of the Reorganizing Debtors in and
to property of the Estates, to the extent of the value of the holder's interest
in such property as of the relevant determination date. The defined term Secured
Claim includes any Claim that is (i) subject to an offset right under applicable
law, and (ii) a secured claim against any of the Reorganizing Debtors pursuant
to sections 506(a) and 553 of the Bankruptcy Code. Such defined term shall not
include for voting or Distribution purposes any such Claim that has been or will
be paid in connection with the cure of defaults under an assumed executory
contract or unexpired lease under section 365 of the Bankruptcy Code. A Secured
Claim shall not include any portion of the Claim that exceeds that value of the
interest in property of the Estate securing such Claim.
"Secured Class 3 Total Distribution" means the total
Distribution to Allowed Class 3 Claims (including Allowed Subclass 3A Claims and
Allowed Subclass 3B Claims) under this Reorganization Plan, consisting of: (i)
Distributable Cash, (ii) Excess Distributable Cash (if any), (iii) the New High
Yield Secured Notes, (iv) New CPIH Funded Debt, (v) the Class 3 CPIH Preferred
Stock, (vi) the New Lender Warrants, and (vii) Additional Class 3 Warrants.
"Secured Project Fees and Expenses" means those reasonable
fees, costs or charges that (i) are incurred by a trustee acting on behalf of a
bondholder, bond insurer or owner participant under any indenture that relates
to an Allowed Project Debt Claim, (ii) represent fees, costs or charges incurred
after the Petition Date, (iii) are properly payable under the applicable
indenture, and (iv) have been approved by order of the Court; provided, however,
that to the extent that any Secured Project Fees and Expenses may have been paid
by third parties, then such third parties may only seek reimbursement from the
Reorganizing Debtors for payment of such Secured Project Fees and Expenses, if
and to the extent permitted by the relevant prepetition transaction documents
and the Bankruptcy Code.
"Secured Value Distribution" means the portion of the Secured
Class 3 Total Distribution made to holders of Allowed Subclass 3A Claims or
Allowed Subclass 3B Claims in the form of either Distributable Cash, New High
Yield Secured Notes or New Lender Warrants, it being understood that the form of
Secured Value Distribution received by the holders of an Allowed Class 3 Claim
will vary in accordance with the provisions of this Reorganization Plan
depending on whether such holder is an Additional New Lender, a New Facility
Lender or a Non-Participating Lender.
"Settlement Distribution" shall mean (i) in the event that the
aggregate Estimated Recovery Value of the Subclass 3B Accepting Bondholder
Recovery is less than or equal to $84 million, that portion of the Excess
Distributable Cash (if any), New High Yield Secured Notes, New CPIH Funded Debt,
Reorganized CPIH Preferred Stock and Additional Class 3 Warrants equal to, as of
the Effective Date, twelve and one half percent (12.5%) of each type of recovery
of the aggregate of the Subclass 3B Accepting Bondholder Recovery and (ii) in
the event that the Estimated Recovery Value of the Subclass 3B Accepting
Bondholder Recovery is greater than $84 million, an equal amount of each of
Excess Distributable Cash (if any), New High Yield Secured Notes, New CPIH
Funded Debt, Reorganized CPIH Preferred Stock and Additional Class 3 Warrants
with an aggregate Estimated Recovery Value, determined as of the Effective Date,
equal to $10.5 million.
"Specified Personnel" means any individual who as of the
Petition Date served as an officer, director or employee of the Reorganizing
Debtors who, prior to the Confirmation Date was entitled to indemnification from
one of the Reorganizing Debtors or for whom such indemnification was permitted
under applicable law.
"Subclass 3A Percentage" means the percentage determined by
dividing (i) the Allowed Subclass 3A Secured Claim Amount by (ii) the Total
Allowed Class 3 Secured Claim Amount.
"Subclass 3A Recovery" means a Distribution equal to the
Subclass 3A Percentage of the Secured Class 3 Total Distribution.
"Subclass 3B Accepting Bondholder Recovery" means that portion
of the Subclass 3B Recovery corresponding to the Pro Rata Subclass Share of the
Accepting Bondholders.
"Subclass 3B Rejecting Bondholder Recovery" means that portion
of the Subclass 3B Recovery corresponding to the Pro Rata Subclass Share of the
Rejecting Bondholders.
"Subclass 3B Percentage" means the percentage determined by
dividing (i) the Allowed Subclass 3B Secured Claim Amount by (ii) the Total
Allowed Class 3 Secured Claim Amount.
"Subclass 3B Recovery" means a Distribution equal to the
Subclass 3B Percentage of the Secured Class 3 Total Distribution.
"Subordinated Claims" means (a) Claims for fines, penalties or
forfeiture or for multiple, exemplary or punitive damages, to the extent that
such fines, penalties, forfeitures or damages are not compensation for actual
pecuniary loss suffered by the holders of such claims, (b) Claims subject to
subordination under section 510(b) of the Bankruptcy Code, including without
limitation claims for rescission, damages or reimbursement, indemnification or
contribution arising out of a purchase or sale of any security of any of the
Reorganizing Debtors or Liquidating Debtors, and (c) Claims subject to equitable
subordination under section 510(c) of the Bankruptcy Code.
"Subsequent Petition Date" means June 6, 2003, the date upon
which the Reorganizing Debtors identified on Schedule 3 hereto filed their
respective orders for relief under chapter 11 of the Bankruptcy Code.
"Subsidiary Debtors" means the Reorganizing Debtors other than
Covanta, Covanta Huntington, Covanta Onondaga and DSS Environmental.
"Substantial Contribution Claims" means the claim by any
creditor or party in interest for reasonable compensation for services rendered
in these Chapter 11 Cases pursuant to section 503(b)(3), (4) or (5) of the
Bankruptcy Code.
"Total Allowed Class 3 Secured Claim Amount" means the sum of
(i) Allowed Subclass 3A Secured Claim Amount and (ii) Allowed Subclass 3B
Secured Claim Amount.
"Unimpaired" means, when used with reference to a Claim or
Equity Interest, a Claim or Equity Interest that is not Impaired.
"United States Trustee" means the Office of the United States
Trustee for the Southern District of New York.
"United States Trustee Claims" means all United States Trustee
Fees accrued through the close of the Chapter 11 Cases.
"United States Trustee Fees" means all fees and charges due
from the Reorganizing Debtors to the United States Trustee pursuant to section
1930 of Title 28 of the United States Code.
"Unsecured Claims" means any Claim (including, without
limitation, (a) Claims arising from the rejection of executory contracts and
unexpired leases and (b) any Deficiency Claims) that is not a Secured Claim,
Administrative Expense Claim, Priority Tax Claim, Priority Non-Tax Claim,
Project Debt Claim, Reorganized Covanta Secured Claim, Intercompany Company
Claim or Subordinated Claim.
ARTICLE II
TREATMENT OF ADMINISTRATIVE
EXPENSE CLAIMS AND PRIORITY TAX CLAIMS
2.1 Non-Classification. As provided in section 1123(a)(1) of the
Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims against
the Reorganizing Debtors are not classified for purposes of voting on or
receiving Distributions under this Reorganization Plan. All such Claims are
instead treated separately pursuant to the terms set forth in this Article II.
2.2 Administrative Expense Claims. Except to the extent that the
applicable Reorganizing Debtor and a holder of an Allowed Administrative Expense
Claim agree to less favorable treatment and except as set forth in Sections 2.3
and 2.5 of this Reorganization Plan, each Reorganizing Debtor shall pay to each
holder of an Allowed Administrative Expense Claim against such Reorganizing
Debtor, in full satisfaction, settlement, release and discharge of and in
exchange for such Allowed Administrative Expense Claim, Cash in an amount equal
to such Allowed Administrative Expense Claim on the Distribution Date; provided
that any such liabilities not incurred in the ordinary course of business were
approved and authorized by a Final Order of the Court; provided, however, that
Allowed Administrative Expense Claims representing liabilities incurred in the
ordinary course of business by such Reorganizing Debtor, as a debtor in
possession, or liabilities arising under loans or advances to or other
obligations incurred by such Reorganizing Debtor, as debtor in possession,
whether or not incurred in the ordinary course of business, shall be paid by
such Reorganizing Debtor in the ordinary course of business, consistent with
past practice and in accordance with the terms and subject to the conditions of
any agreements governing, instruments evidencing, or other documents relating to
such transactions. To the extent that the Administrative Expense Claim Bar Date
applies, failure to file a timely request for payment of an Administrative
Expense Claim prior to the Administrative Expense Claim Bar Date shall result in
the Administrative Expense Claim being forever barred and discharged.
2.3 Compensation and Reimbursement Claims. (a) Except with respect to
Substantial Contribution Claims, which are subject to Section 2.3(b), all (i)
Retained Professionals and (ii) Persons employed by the Reorganizing Debtors or
serving as independent contractors to the Reorganizing Debtors in connection
with their reorganization efforts that are seeking an award by the Court of
compensation for services rendered or reimbursement of expenses incurred through
and including the Effective Date under subsections 503(b)(2), 503(b)(3),
503(b)(4) or 503(b)(5) of the Bankruptcy Code shall file and serve on counsel
for the Reorganizing Debtors and as otherwise required by the Court and
Bankruptcy Code their respective final applications for allowance of
compensation for services rendered and reimbursement of expenses incurred on or
before the date that is forty-five (45) days after the Effective Date, subject
to prior written notice to counsel to the DIP Agents. The Reorganized Debtors
shall pay in full on the Distribution Date such Claims in such amounts as are
Allowed by the Court, after notice and hearing, or upon such other less
favorable terms as may be mutually agreed upon between the holder of such an
Allowed Administrative Expense Claim and the Reorganizing Debtors or, on and
after the Effective Date, the Reorganized Debtors and, in each such case,
approved by the Court after notice and hearing. Any request for payment of an
Administrative Expense Claim of the type specified in this Section 2.3(a), which
is not filed by the applicable deadline set forth above, shall be barred.
(b) Any Person who requests compensation or expense reimbursement
for a Substantial Contribution Claim in the Chapter 11 Cases must file an
application with the clerk of the Court, on or before the Administrative Expense
Claim Bar Date, and serve such application on counsel for the Reorganized
Debtors and as otherwise required by the Court and the Bankruptcy Code on or
before such date, or be forever barred from seeking compensation or expense
reimbursement for such Substantial Contribution Claim.
(c) All other requests for payment of an Administrative Expense
Claim (other than as set forth in clauses (a) and (b) of this Section 2.3 above)
that are subject to the Administrative Expense Claim Bar Date must be filed with
the Court and served on counsel for the Reorganizing Debtors and as otherwise
required by the Court and Bankruptcy Code on or before the Administrative
Expense Claim Bar Date. Unless the Reorganizing Debtors, Reorganized Debtors, or
any other party in interest in the Chapter 11 Cases objects to an Administrative
Expense Claim by the Claims Objection Deadline, such Administrative Expense
Claim shall be deemed Allowed in the amount filed. In the event that the
Reorganizing Debtors, Reorganized Debtors, or any other party in interest in the
Chapter 11 Cases objects to an Administrative Expense Claim, the Court shall
determine the Allowed amount of such Administrative Expense Claim.
Notwithstanding the foregoing, no request for payment of an Administrative
Expense Claim need be filed with respect to an Administrative Expense Claim
incurred and payable by the Reorganizing Debtors in the ordinary course of
business.
(d) Under no circumstances will the deadlines set forth above be
extended by order of the Court or otherwise. Any holders of Administrative
Expense Claims who are required to file a Claim or request for payment of such
Claims or expenses and who do not file such Claims or requests by the applicable
dates set forth in this Section 2.3 shall be forever barred from asserting such
Claims or expenses against the Reorganizing Debtors, the Reorganized Debtors, or
any property of the Reorganized Debtors and the Reorganizing Debtors, and from
receiving any Distributions under this Reorganization Plan with respect to such
Claims.
2.4 Priority Tax Claims. Subject to the consent of the requisite New
Facility Lenders and Additional New Lenders, each holder of an Allowed Priority
Tax Claim will receive in full satisfaction, settlement, release, and discharge
of and in exchange for such Allowed Priority Tax Claim, Cash equal to the unpaid
portion of such Allowed Priority Tax Claim on or as soon as practical after the
later of: (i) thirty (30) days after the Effective Date, or (ii) thirty (30)
days after the date on which such Priority Tax Claim becomes Allowed; provided,
however, that at the option of the Reorganized Debtors, a Reorganized Debtor may
pay any or all Allowed Priority Tax Claims over a period not exceeding six (6)
years after the date of assessment of the Priority Tax Claims as provided in
subsection 1129(a)(9)(C) of the Bankruptcy Code. If a Reorganized Debtor elects
this option as to any Allowed Priority Tax Claim, then the Reorganized Debtor
shall make payment of simple interest on the unpaid portion of such Claim
semiannually without penalty of any kind, at the fixed annual rate equal to four
percent (4%), with the first interest payment due on the latest of: (i) six (6)
months after the Effective Date, (ii) six (6) months after the date on which
such Priority Tax Claim becomes an Allowed Claim, or (iii) such longer time as
may be agreed to by the holder of such Priority Tax Claim and the Reorganized
Debtor.
2.5 DIP Financing Facility Claims. On the Effective Date, the
Reorganizing Debtors shall pay all funded amounts and additional amounts
outstanding under the DIP Financing Facility and all commitments thereunder
shall automatically and irrevocably terminate; provided, however, that on the
Effective Date, all outstanding and unfunded letters of credit issued under
Tranche A of the DIP Financing Facility shall be replaced by letters of credit
to be issued under the New Revolver Facility and, subject to acceptance by the
requisite number of Tranche B DIP Lenders in accordance with section 2.13 of the
DIP Financing Facility, all outstanding and unfunded letters of credit issued
under Tranche B of the DIP Financing Facility shall be replaced or otherwise
continued by letters of credit to be issued under the Reinstated L/C Facility.
Once all such payments have been received in Cash by the DIP Lenders and all
commitments thereunder have been terminated and such letters of credit have been
issued under the New Revolver Facility or the Reinstated L/C Facility, the DIP
Financing Facility shall be terminated with respect to the Reorganizing Debtors
(subject in all respects to any carve-out approved by the Court in the Final
Order approving the DIP Financing Facility and any other terms of the DIP
Financing Facility and the Final Order that by their express terms survive the
termination of the DIP Financing Facility), and the DIP Lenders shall take all
necessary action to confirm the removal of any liens on the properties of the
applicable Reorganizing Debtors securing the DIP Financing Facility at the sole
cost of the Reorganized Debtors. To the extent that Claims arising under Tranche
B of the DIP Financing Facility will not be paid in full in Cash as a result of
reinstatement and continuation of such letters of credit under the Reinstated
L/C Facility, acceptance of such treatment in full satisfaction of their Allowed
Administrative Expense Claim by the requisite DIP Lenders as provided under
section 2.13 of the DIP Financing Facility shall be binding on all DIP Lenders.
ARTICLE III
CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
3.1 General Rules of Classification. This Reorganization Plan
constitutes a Joint Reorganization Plan of the Reorganizing Debtors. In
accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative
Expense Claims and Priority Tax Claims, as described in Article II, have not
been classified and thus are excluded from the Classes described below. The
classification of Claims and Equity Interests and implementation of the
settlements set forth below shall be applicable for all purposes, including
voting, confirmation, and distribution pursuant to the Reorganization Plan. As
to each Reorganizing Debtor, a Claim or Equity Interest shall be deemed
classified in a particular Class or Subclass only to the extent that the Claim
or Equity Interest qualifies within the description of that Class or Subclass
and shall be deemed classified in a different Class or Subclass to the extent
that any remainder of the Claim or Equity Interest qualifies within the
description of such different Class or Subclass. A Claim or Interest is in a
particular Class or Subclass only to the extent that such Claim or Interest is
Allowed in that Class or Subclass and has not been paid or otherwise settled
prior to the Effective Date.
ARTICLE IV
TREATMENT OF CLAIMS AND EQUITY INTERESTS
The following is a designation of the treatment to be
accorded, with respect to each Reorganizing Debtor, to each Class of Claims and
Equity Interests denominated in this Reorganization Plan.
As to each Reorganizing Debtor, the treatment of and
consideration to be provided on account of Claims and Equity Interests pursuant
to the Reorganization Plan shall be in full settlement, release and discharge of
such Claims and Equity Interests; provided, that such discharge shall not affect
the liability of any other entity to, or the property of any other entity
encumbered to secure payment to, the holder of any such Claim or Equity
Interest, except as otherwise provided in the Reorganization Plan; and provided,
further, that such discharge shall not encompass the Reorganizing Debtors'
obligations under this Reorganization Plan, the Heber Debtors' or the
Reorganizing Debtors obligations under the Heber Reorganization Plan or the
Liquidating Trustee's obligations under the Liquidating Plan.
No Claim shall entitle the holder thereof to any Distribution
pursuant to this Reorganization Plan unless, and only to the extent that, such
Claim is an Allowed Claim. All Distributions on account of Allowed Claims shall
be made on the applicable Distribution Date.
- ----------------------------------------------------------------------------------------------
Class Claims Status Voting Right
- ----------------------------------------------------------------------------------------------
1 Allowed Priority Non-Tax Claims Unimpaired Deemed to Accept
- ----------------------------------------------------------------------------------------------
2 Allowed Project Debt Claims Unimpaired Deemed to Accept
- ----------------------------------------------------------------------------------------------
3 Allowed Reorganized Covanta Impaired Entitled to Vote
Secured Claims
- ----------------------------------------------------------------------------------------------
4 Allowed Operating Company Impaired Entitled to Vote
Unsecured Claims
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5 Allowed Parent and Holding Unimpaired Deemed to Accept
Company Guarantee Claims
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6 Allowed Parent and Holding Impaired Entitled to Vote
Company Unsecured Claims
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7 Allowed Convertible Subordinated Impaired Deemed to Reject
Bond Claims
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8 Allowed Convenience Claims Impaired Entitled to Vote
- ----------------------------------------------------------------------------------------------
9 Intercompany Claims Impaired Deemed to Reject
- ----------------------------------------------------------------------------------------------
10 Subordinated Claims Impaired Deemed to Reject
- ----------------------------------------------------------------------------------------------
11 Equity Interests in Subsidiary Unimpaired Deemed to Accept
Debtors
- ----------------------------------------------------------------------------------------------
12 Equity Interests in Covanta Unimpaired Deemed to Accept
Huntington, Covanta Onondaga and
DSS Environmental
- ----------------------------------------------------------------------------------------------
13 Old Covanta Stock Equity Interests Impaired Deemed to Reject
- ----------------------------------------------------------------------------------------------
4.1 Class 1 - Allowed Priority Non-Tax Claims.
a. Classification: Class 1 consists of all Allowed Priority Non-Tax
Claims.
b. Treatment: Each holder of an Allowed Class 1 Claim shall
receive, in full settlement, release and discharge of its Class 1 Claim, either
(i) Cash, on the Distribution Date, in an amount equal to such Allowed Claim, or
(ii) such other less favorable terms as the Reorganizing Debtors or Reorganized
Debtors and the holder of an Allowed Priority Non-Tax Claim agree.
c. Voting: Class 1 Claims are Unimpaired, and the holders of
Allowed Class 1 Claims are not entitled to vote to accept or reject the
Reorganization Plan.
4.2 Class 2 - Allowed Project Debt Claims.
a. Classification: Class 2 consists of all Allowed Project Debt
Claims.
b. Treatment: On the Effective Date, the legal, equitable and
contractual rights of the holders of Allowed Class 2 Claims will be reinstated
in full satisfaction, release and discharge of their respective Class 2 Claims
and will remain unaltered under the Reorganization Plan, except as the
Reorganizing Debtors and the holders of Allowed Class 2 Claims may otherwise
agree or as such holders may otherwise consent. To the extent that defaults
exist in connection with any Allowed Project Debt Claims, the Reorganized
Debtors shall comply with section 1124(2) of the Bankruptcy Code on or before
the Effective Date. Without limiting the generality of the foregoing, the
Reorganizing Debtors shall pay in Cash thirty days after the Confirmation Date
any Secured Project Fees and Expenses. Notwithstanding the foregoing, no
contractual provisions or applicable law that would entitle the holder of an
Allowed Class 2 Claim to demand or receive payment of such Claim prior to the
stated maturity of such Claim, terminate any contractual relationship or take
such other enforcement action (as may be applicable) from and after the
occurrence of a default that occurred prior to the Effective Date shall be
enforceable against the Reorganized Debtors.
c. Voting: Class 2 Claims are Unimpaired, and the holders of
Allowed Class 2 Claims are not entitled to vote to accept or reject the
Reorganization Plan.
4.3 Class 3 - Allowed Reorganized Covanta Secured Claims.
a. Classification: Class 3 consists of all Allowed Reorganized
Covanta Secured Claims. Class 3 is divided into two Subclasses for Distribution
purposes: Subclass 3A consists of the Allowed Secured Bank Claims and Subclass
3B consists of Allowed Secured 9.25% Debenture Claims.
b. Allowance: The aggregate amount of Allowed Secured Claims in
Subclass 3A and Subclass 3B shall be determined as set forth in accordance with
the definitions of the terms Allowed Subclass 3A Secured Claim Amount and the
Allowed Subclass 3B Secured Claim Amount, respectively.
c. Treatment: On the Distribution Date, holders of Allowed Class 3
Claims shall receive the Secured Class 3 Total Distribution in full settlement,
release and discharge of their respective Allowed Class 3 Secured Claims. The
Secured Class 3 Total Distribution shall be divided between Subclass 3A and
Subclass 3B as follows:
I. Pro Rata Distribution Between Subclass 3A and Subclass 3B: The
Secured Class 3 Total Distribution shall be subject to an Initial Distribution
between Subclass 3A and Subclass 3B, with each Subclass receiving in the
aggregate its Pro Rata Share of the Secured Class 3 Total Distribution based
upon the Allowed Subclass 3A Claim Amount and the Allowed Subclass 3B Claim
Amount, respectively; provided, however, that Distributable Cash shall be
included in the Initial Distribution to Subclass 3A or Subclass 3B only to the
extent that the Allowed Subclass 3A Claim Amount or Allowed Subclass 3B Claim
Amount relates to an Allowed Subclass 3A Claim or Allowed Subclass 3B Claim, as
the case may be, that is held by a New Facility Lender; and further, provided,
that New Lender Warrants shall be included in the Initial Distribution to
Subclass 3A or Subclass 3B only to the extent that the Allowed Subclass 3A Claim
Amount or Allowed Subclass 3B Claim Amount relates to an Allowed Subclass 3A
Claim or Subclass 3B Claim, as the case may be, that is held by one of the
Additional New Lenders.
II. Distribution Among Members of Subclass 3A: Immediately after
the Initial Distribution to Subclass 3A, the Subclass 3A Recovery shall be
distributed among the holders of Subclass 3A Claims as follows:
First, in full settlement, release and discharge of the Allowed
Priority Bank Claims, the Priority Bank Lenders shall receive
first, to the extent available as part of the Subclass 3A Recovery,
Excess Distributable Cash in an amount equal to the amount of such
Allowed Priority Bank Claims and thereafter New High Yield Secured
Notes in a principal amount equal to the remaining amount of such
Allowed Priority Bank Claims;
Second, immediately after making the Distribution on account of the
Allowed Priority Bank Claims, in full settlement, release and
discharge of Non-Priority Subclass 3A Claims, the holders of
Allowed Non-Priority Subclass 3A Claims shall receive a Pro Rata
Subclass Share of the remaining Subclass 3A Recovery; provided,
however, that with respect to the Distribution of the remaining
Subclass 3A Recovery, (i) the New Facility Lenders in Subclass 3A
shall receive their Secured Value Distribution first, to the extent
available, in the form of Distributable Cash and thereafter in the
form of New High Yield Secured Notes, and (ii) the Additional New
Lenders in Subclass 3A shall receive their Secured Value
Distribution first, in the form of New Lender Warrants and
thereafter solely in the form of New High Yield Secured Notes; and
further, provided, that Non-Participating Lenders in Subclass 3A
shall receive their Secured Value Distribution solely in the form
of New High Yield Secured Notes and shall not receive any
Distribution of Distributable Cash or New Lender Warrants.
Notwithstanding anything herein to the contrary, immediately prior
to any Distribution to holders of Subclass 3A Claims, the
settlement of the Loss Sharing Litigation as described in Exhibit 6
annexed hereto shall be deemed effective and implemented for
purposes of Distributions hereunder.
III. Distribution Among Members of Subclass 3B: Immediately after
the Initial Distribution to Subclass 3B, the Subclass 3B Recovery shall be
distributed as follows:
First, the Subclass 3B Secured Claim shall be deemed an Allowed
Secured Claim in an amount equal to the Allowed Subclass 3B
Settlement Amount and in full settlement, release and discharge of
the Allowed Secured Claims of the Accepting Bondholders, each
holder of an Allowed Subclass 3B Claim that is an Accepting
Bondholder shall, subject to payment of its pro-rata share of the
Settlement Distribution, receive its Pro Rata Subclass Share of
Distributions of the Subclass 3B Accepting Bondholder Recovery;
provided, however, that with respect to the Subclass 3B Accepting
Bondholder Recovery, (i) the New Facility Lenders in Subclass 3B
that are Accepting Bondholders, if any, shall receive their Secured
Value Distribution first, to the extent available, in the form of
Distributable Cash and thereafter in the form of New High Yield
Secured Notes; and (ii) the Additional New Lenders in Subclass 3B
that are Accepting Bondholders, if any, shall receive their Secured
Value Distribution solely in the form of New High Yield Secured
Notes plus a Pro Rata Subclass Share of the New Lender Warrants;
and provided further that the Non-Participating Lenders in Subclass
3B that are Accepting Bondholders shall not receive any
Distributable Cash or any Distribution of New Lender Warrants as
part of the Secured Value Distribution. Distributions made to each
Accepting Bondholder of such holder's Allowed Subclass 3B Claim
shall be subject to adjustment and modification in accordance with
the provisions of the 9.25% Settlement, including the waiver of the
9.25% Deficiency Claims and any subordination benefits with respect
to the Convertible Subordinated Bonds, and payment of such holder's
pro-rata share of the Settlement Distribution to the holders of
Allowed Class 6 Claims as provided under this Reorganization Plan.
Second, in the event that the aggregate amount of Subclass 3B
Claims held by Rejecting Bondholders is equal to or greater than
$10 million, the Subclass 3B Claim of each Rejecting Bondholder
shall be deemed a Disputed Secured Claim, allowance thereof shall
be subject to determination pursuant to the 9.25% Debentures
Adversary Proceeding, and on the Effective Date, the Reorganizing
Debtors shall deliver the Subclass 3B Rejecting Bondholder Recovery
into a Reserve Account in accordance with Section 8.4 of this
Reorganization Plan and be held subject to Distribution pursuant to
Section 8.6 of this Reorganization Plan.
Third, in the event that the aggregate amount of Subclass 3B Claims
held by Rejecting Bondholders is less than $10 million, the
Subclass 3B Claim of each Rejecting Bondholder shall be deemed an
Allowed Secured Claim in its full amount and in full settlement,
release and discharge of the Allowed Secured Claims of the
Rejecting Bondholders, on the Effective Date, each holder of an
Allowed Subclass 3B Claim that is a Rejecting Bondholder shall
receive its Pro Rata Subclass Share of Distributions of the
Subclass 3B Rejecting Bondholder Recovery; provided, however, that
with respect to the Subclass 3B Rejecting Bondholder Recovery, (i)
the New Facility Lenders in Subclass 3B that are Rejecting
Bondholders, if any, shall receive their Secured Value Distribution
first, to the extent available, in the form of Distributable Cash
and thereafter in the form of New High Yield Secured Notes; and
(ii) the Additional New Lenders in Subclass 3B that are Rejecting
Bondholders, if any, shall receive their Secured Value Distribution
solely in the form of New High Yield Secured Notes plus a Pro Rata
Subclass Share of the New Lender Warrants; and provided further
that the Non-Participating Lenders in Subclass 3B that are
Rejecting Bondholders shall not receive any Distributable Cash or
any Distribution of New Lender Warrants as part of the Secured
Value Distribution. In the event that the aggregate amount of
Subclass 3B Claims held by Rejecting Bondholders is less than $10
million, the Distributions made to each Rejecting Bondholder of
such holder's Allowed Subclass 3B Claim shall not be subject to
adjustment and modification, nor shall they receive a release of
claims asserted in the 9.25% Adversary Proceeding (remaining
subject to liability to the holders of Class 6 Claims for the
Settlement Distribution), in accordance with the provisions of the
9.25% Settlement.
d. Voting: Class 3 Claims are Impaired, and the holders of Allowed
Claims in such Class are entitled to vote to accept or reject the Reorganization
Plan. The members of Subclasses 3A and 3B shall vote together as a single Class
for purposes of accepting or rejecting this Reorganization Plan; provided,
however that the Ballots distributed to holders of Subclass 3B Secured Claims
shall permit each such holder the opportunity to elect treatment as a Rejecting
Bondholder, it being understood that any such holder who does not expressly make
such election by properly marking the Ballot shall be deemed an Accepting
Bondholder.
4.4 Class 4 - Allowed Operating Company Unsecured Claims.
a. Classification: Class 4 consists of all Allowed Operating
Company Unsecured Claims.
b. Treatment: On the Distribution Date, each holder of an Allowed
Class 4 Claim shall receive, in full settlement, release and discharge of its
Class 4 Claim, a Distribution of Reorganization Plan Unsecured Notes in the
aggregate principal amount equal to the amount of its Allowed Class 4 Claim.
With respect to Allowed Class 4 Claims for and to the extent which insurance is
available, such Class 4 Claims shall be paid in the ordinary course of the
Reorganizing Debtors' business to the extent of such insurance, when any such
Claim becomes an Allowed Claim and such insurance proceeds become available;
provided, however, that to the extent insurance is not available or is
insufficient, treatment of such Allowed Class 4 Claims shall be as otherwise
provided in this Section 4.4.
c. Voting: Class 4 Claims are Impaired and the holders of Allowed
Class 4 Claims are entitled to vote to accept or reject the Reorganization Plan.
4.5 Class 5 - Allowed Parent and Holding Company Guarantee Claims.
a. Classification: Class 5 consists of all Allowed Parent and
Holding Company Guarantee Claims.
b. Treatment: On the Effective Date, the legal, equitable and
contractual rights of the holders of Allowed Class 5 Claims will be reinstated
in full satisfaction, release and discharge of their respective Class 5 Claims
and will remain unaltered under the Reorganization Plan, except as the
Reorganizing Debtors and the holders of Allowed Class 5 Claims may otherwise
agree or as such holders may otherwise consent. Notwithstanding the foregoing,
no contractual provisions or applicable law that would entitle the holder of an
Allowed Class 5 Claim to demand or receive payment of such Claim prior to the
stated maturity of such Claim, terminate any contractual relationship or take
such other enforcement action (as may be applicable) from and after the
occurrence of a default that occurred prior to the Effective Date shall be
enforceable against the Reorganized Debtors.
c. Voting: Class 5 Claims are Unimpaired, and the holders of
Allowed Class 5 Claims are not entitled to vote to accept or reject the
Reorganization Plan.
4.6 Class 6 - Allowed Parent and Holding Company Unsecured Claims.
a. Classification: Class 6 consists of all Allowed Parent and
Holding Company Unsecured Claims.
b. Treatment: In consideration of the agreement by the holders of
Class 6 Claims to waive any claims, including all alleged avoidance actions,
that might be brought against the holders of Subclass 3A Claims and to settle
the 9.25% Debentures Adversary Proceeding in accordance with the terms of the
9.25% Settlement, and to secure the support of the holders of Allowed Class 6
Claims for confirmation of this Reorganization Plan, the holders of Allowed
Class 3 Claims have agreed to provide the holders of Allowed Class 6 Claims from
the value that would otherwise have been distributable to the holders of Allowed
Class 3 Claims under this Reorganization Plan, such that on the Distribution
Date each holder of an Allowed Class 6 Claim shall receive, in full
satisfaction, release and discharge of its Class 6 Claim, Distributions
consisting of (i) such holder's Pro Rata Class Share of Class 6 Warrants, (ii)
such holder's Pro Rata Class Share of Class 6 CPIH Preferred Stock, (iii) such
holder's Pro Rata Class Share of the CPIH Participation Interest, and (iv) such
holders Pro Rata Class Share of the proceeds, if any, with respect to the Class
6 Litigation Claims. Additionally, each holder of an Allowed Class 6 Claim (a)
shall receive from each Accepting Bondholder, in full satisfaction, release and
discharge of its rights with respect to the 9.25% Debentures Adversary
Proceeding against each Accepting Bondholder, a Distribution consisting of such
holder's Pro Rata Share of the Settlement Distribution and (b) may receive a
further Distribution subject to the resolution of the 9.25% Debentures Adversary
Proceeding, in accordance with section 8.6(b) of this Reorganization Plan. With
respect to the Distribution to holders of Allowed Class 6 Claims (including any
Distribution with respect to the Settlement Distribution), the Reorganizing
Debtors shall have the option to make all or any portion of the Distribution
either directly to the holder of such Allowed Class 6 Claim or through a
depository or trust arrangement that provides holders of Allowed Class 6 Claims
with the equivalent economic benefits they would have received through a direct
Distribution; provided, however, that the costs of implementing and maintaining
any such depository or trust arrangement shall be paid for from the proceeds of
the Distribution to holders of Allowed Class 6 Claims. With respect to Allowed
Class 6 Claims for and to the extent which insurance is available, such Class 6
Claims shall be paid in the ordinary course of the Reorganizing Debtors'
business to the extent of such insurance, when any such Claim becomes an Allowed
Claim and such insurance proceeds become available; provided, however, that to
the extent insurance is not available or is insufficient, treatment of such
Allowed Class 6 Claims shall be as otherwise provided in this Section 4.7.
c. Voting: Class 6 Claims are Impaired and the holders Allowed
Class 6 Claims are entitled to vote to accept or reject this Reorganization
Plan.
4.7 Class 7 - Allowed Convertible Subordinated Bond Claims.
a. Classification: Class 7 consists of all Allowed Convertible
Subordinated Bond Claims.
b. Treatment: On the Distribution Date, each holder of an Allowed
Class 7 Claim shall not receive any Distributions from the Reorganizing Debtors
or retain any property under the Reorganization Plan in respect of Class 7
Claims, on account of its Class 7 Claim.
c. Voting: Class 7 Claims are Impaired and the holders of Allowed
Class 7 Claims are conclusively presumed to reject the Reorganization Plan. The
votes of holders of Allowed Class 7 Claims will not be solicited.
4.8 Class 8 - Allowed Convenience Claims.
a. Classification: Class 8 consists of all Allowed Convenience
Claims.
b. Treatment: On the Distribution Date, each holder of an Allowed
Class 8 Claim shall receive, in full satisfaction, release and discharge of its
Class 8 Claim, a payment in Cash, in an amount equal to seventy five percent
(75%) of the Allowed amount of such Class 8 Claim.
c. Voting: Class 8 Claims are Impaired and the holders of Allowed
Class 8 Claims are entitled to vote to accept or reject the Reorganization Plan.
4.9 Class 9 - Intercompany Claims.
a. Classification: Class 9 consists of all Intercompany Claims.
Class 9 is subdivided into three Subclasses for Distribution purposes: Subclass
9A consists of the Liquidating Debtors Intercompany Claims; Subclass 9B consists
of the Reorganized Debtors Intercompany Claims; Subclass 9C consists of the
Heber Debtors Intercompany Claims.
b. Treatment: On the Effective Date, Intercompany Claims shall, be
treated as follows:
I. Treatment of Subclass 9A Claims: In full satisfaction, release
and discharge of each Liquidating Debtors Intercompany Claim, each such
Liquidating Debtors Intercompany Claim shall be deemed cancelled or waived in
exchange for the Reorganizing Debtors contribution of the Operating Reserve
Deficiency Amount, if any, to the Operating Reserve.
II. Treatment of Subclass 9B Claims: In the sole discretion of the
applicable Reorganizing Debtor or Reorganized Debtor, Reorganizing Debtors
Intercompany Claims shall be either: (a) preserved and reinstated, (b) released,
waived and discharged, (c) contributed to the capital of the obligee
corporation, or (d) distributed to the obligee corporation.
III. Treatment of Subclass 9C Claims: In full satisfaction, release
and discharge of each Heber Debtors Intercompany Claim, each such Heber Debtors
Intercompany Claim shall be deemed released, waived and discharged.
c. Voting: Class 9 Claims are Impaired, and the holders of Allowed
Class 9 Claims are conclusively presumed to reject the Reorganization Plan. The
votes of the holders of Allowed Class 9 Claims will not be solicited.
4.10 Class 10 - Subordinated Claims.
a. Classification: Class 10 consists of all Allowed Subordinated
Claims.
b. Treatment: As of the Effective Date, holders of Class 10 Claims
shall not receive any Distributions or retain any property under the
Reorganization Plan in respect of Class 10 Claims, on account of such Claims.
c. Voting: Class 10 Claims are Impaired, and the holders of Allowed
Class 10 Claims are conclusively presumed to reject the Reorganization Plan. The
votes of holders of Allowed Class 10 Claims will not be solicited.
4.11 Class 11 - Equity Interests in Subsidiary Debtors.
a. Classification: Class 11 consists of all Allowed Equity
Interests in Subsidiary Debtors.
b. Treatment: As of the Effective Date, all holders of Equity
Interests in Subsidiary Debtors shall be reinstated in full satisfaction,
release and discharge of any Allowed Class 11 Claims and such Equity Interests
shall be evidenced by the existing capital stock, partnership and/or membership
interests.
c. Voting: Class 11 Equity Interests are Unimpaired, and the
holders of Allowed Class 11 Equity Interests are conclusively presumed to accept
the Reorganization Plan. The votes of holders of Allowed Class 11 Equity
Interests will not be solicited.
4.12 Class 12 - Equity Interests in Covanta Huntington, Covanta
Onondaga and DSS Environmental.
a. Classification: Class 12 consists of all Equity Interests in
Covanta Huntington, Covanta Onondaga and DSS Environmental.
b. Treatment: As of the Effective Date, the Equity Interests in
Covanta Huntington, Covanta Onondaga and DSS Environmental shall be reinstated,
in full satisfaction, release and discharge of any Allowed Class 12 Equity
Interests, and such reinstated Equity Interests shall be evidenced by the
existing capital stock, partnership and/or membership interests.
c. Voting: Class 12 Equity Interests are Unimpaired, and the
holders of Allowed Class 12 Equity Interests are conclusively presumed to accept
this Reorganization Plan. The votes of holders of Class 12 Equity Interests will
not be solicited.
4.13 Class 13 - Old Covanta Stock Equity Interests.
a. Classification: Class 13 consists of all Equity Interests of
holders of Old Covanta Stock.
b. Treatment: Holders of Allowed Class 13 Equity Interests shall
not receive any Distribution or retain any property under the Reorganization
Plan in respect of Class 13 Equity Interests. All Class 13 Equity Interests
shall be cancelled, annulled and extinguished.
c. Voting: Class 13 Equity Interests are Impaired, and the holders
of Allowed Class 13 Equity Interests are conclusively presumed to reject the
Reorganization Plan. The votes of holders of Allowed Class 13 Equity Interests
will not be solicited.
4.14 Settlement of Loss Sharing Litigation. The Reorganization Plan
hereby incorporates in full, makes a part hereof as if fully set forth herein
and implements the proposed compromise and settlement of all issues relating to
or arising under the Loss Sharing Litigation, which compromise and settlement is
to be set forth in the Reorganization Plan Supplement substantially on the terms
described in the term sheet annexed hereto as Exhibit 6. In consideration for
the distribution and other benefits under the proposed compromise and settlement
and the Reorganization Plan, the Loss Sharing Litigation shall be deemed settled
on the Effective Date without further action by any Person and all parties
thereto shall be permanently enjoined from asserting or continuing in any manner
the Loss Sharing Litigation or any claims relating thereto.
ARTICLE V
ACCEPTANCE OR REJECTION OF THE REORGANIZATION PLAN
5.1 Voting of Claims. Except as otherwise indicated herein or as
otherwise provided by a Final Order of the Court, each holder of an Allowed
Claim in an Impaired Class of Claims shall be entitled to vote to accept or
reject this Reorganization Plan. For purposes of calculating the number of
Allowed Claims in a Class of Claims that have voted to accept or reject this
Reorganization Plan under section 1126(c) of the Bankruptcy Code, all Allowed
Claims in such Class held by one entity or any affiliate thereof (as defined in
the Securities Act of 1933 and the rules and regulation promulgated thereunder)
shall be aggregated and treated as one Allowed Claim in such Class.
5.2 Acceptance by a Class. Consistent with section 1126(c) of the
Bankruptcy Code and except as provided for in section 1126(e) of the Bankruptcy
Code, an Impaired Class of Claims shall have accepted this Reorganization Plan
if it is accepted by at least two-thirds in dollar amount, and more than
one-half in number of the Allowed Claims of such Class that have timely and
properly voted to accept or reject this Reorganization Plan.
5.3 Presumed Acceptance of Plan. Holders of Claims in Classes 1, 2, 5,
11 and 12 are Unimpaired by this Reorganization Plan. In accordance with section
1126 of the Bankruptcy Code, holders of Allowed Claims in such Classes are
conclusively presumed to accept this Reorganization Plan and the votes of
holders of such Claims will not be solicited.
5.4 Presumed Rejection of Plan. Holders of Claims and Equity Interests
in Classes 7, 9, 10 and 13 are Impaired and are not entitled to receive any
Distribution under this Reorganization Plan on account of such Claims or Equity
Interests. In accordance with section 1126 of the Bankruptcy Code, holders of
Allowed Claims and Equity Interests in such Classes are conclusively presumed to
reject this Reorganization Plan and are not entitled to vote. As such, the votes
of such holders will not be solicited with respect to such Claims and Equity
Interests.
5.5 Cramdown. To the extent that any Impaired Class rejects or is
presumed to have rejected this Reorganization Plan, the Reorganizing Debtors
reserve the right to (a) request that the Court confirm the Reorganization Plan
in accordance with section 1129(b) of the Bankruptcy Code, or (b) modify, alter
or amend this Reorganization Plan to provide treatment sufficient to assure that
this Reorganization Plan does not discriminate unfairly, and is fair and
equitable, with respect to the Class or Classes not accepting this
Reorganization Plan, and, in particular, the treatment necessary to meet the
requirements of subsections 1129(a) or (b) of the Bankruptcy Code with respect
to the rejecting Classes and any other Classes affected by such modifications.
ARTICLE VI
MEANS FOR IMPLEMENTATION
6.1 Exit Financing. (a) On the Effective Date, the Reorganized Debtors
are authorized to and shall enter into the Exit Financing Agreements and effect
all transactions and take any actions provided for in or contemplated by the
Exit Financing Agreements, including without limitation, the payment of all fees
and other amounts contemplated by the Exit Financing Agreements.
(b) All Cash necessary for the Reorganized Debtors to make payments
pursuant to this Reorganization Plan will be obtained from the Reorganized
Debtors' cash balances and operations and borrowings under the Exit Financing
Agreements, subject to the terms thereof.
6.2 Confirmation of Heber Reorganization Plan. The implementation of
this Reorganization Plan is predicated upon (i) the approval by the Court of the
Geothermal Sale and (ii) closing of the Geothermal Sale either pursuant to
confirmation of the Heber Reorganization Plan or a sale under section 363 of the
Bankruptcy Code.
6.3 Authorization of Reorganization Plan Equity Securities and Warrants
and Reorganization Plan Notes. On the Effective Date, Reorganized Covanta is
authorized to and shall issue the Reorganized Covanta Common Stock, the
Reorganization Plan Warrants and the Reorganization Plan Notes and Reorganized
CPIH is authorized to and shall issue the Reorganized CPIH Preferred Stock and
the New CPIH Funded Debt, in each case as provided under this Reorganization
Plan without the need for any further corporate action.
6.4 Formation of ESOP. On the Effective Date, subject to the terms and
conditions of the plan document established for the ESOP, Reorganized Covanta is
authorized to, and shall establish an ESOP on behalf of its employees, which
shall become the owner of one hundred percent (100%) of the Reorganized Covanta
Common Stock, subject to dilution in accordance with the terms of the
Reorganization Plan Warrants and the Covanta Management Incentive Plan.
6.5 Cancellation of Existing Securities and Agreements. Except for
purposes of evidencing a right to Distributions under this Reorganization Plan
or otherwise provided hereunder, on the Effective Date, all the agreements and
other documents evidencing (i) any Claims or rights of any holder of a Claim
against the applicable Reorganizing Debtor, including all indentures and notes
evidencing such Claims and (ii) any options or warrants to purchase Equity
Interests, obligating the applicable Reorganizing Debtor to issue, transfer or
sell Equity Interests or any other capital stock of the applicable Reorganizing
Debtor, shall be cancelled without the need for further action; provided,
however, that notwithstanding the foregoing, the Reorganized Debtors shall
remain obligated with respect to liens, security interests or encumbrances in
property of the Reorganized Debtors that have been granted pursuant to any
executory contracts that have been assumed in accordance with Article IX of this
Reorganization Plan or pursuant to the Exit Financing Agreements.
Notwithstanding anything to the contrary in this Reorganization Plan, the
indentures, notes and all other documents or agreements with respect to Class 2
Claims shall not be cancelled.
6.6 Board of Directors and Executive Officers.
(a) The identity of each of the nominees to serve on the Board of
Directors of Reorganized Covanta and CPIH shall be announced fifteen (15) days
prior to the Confirmation Hearing. In accordance with section 1129(a)(5) of the
Bankruptcy Code, as part of such announcement, the Reorganizing Debtors shall
disclose (i) the identity and affiliations of any individual proposed to serve,
after the Effective Date, as a director or officer of the Reorganized Debtors,
and (ii) the identity of any "insider" (as such term is defined in section
101(31) of the Bankruptcy Code) who shall be employed and retained by the
Reorganized Debtors and the nature of any compensation for such insider.
(b) Subject to Section 6.6(a), the officers of the Reorganizing
Debtors and the directors of the Reorganizing Debtors other than Covanta and
CPIH that are in office immediately before the Effective Date shall continue to
serve immediately after the Effective Date in their respective capacities.
(c) The Reorganizing Debtors and the Committee acknowledge, and the
Confirmation Order shall confirm, the validity, priority, nonavoidability,
perfection and enforceability of the Liens and Claims of the Agent Banks on
behalf of the Prepetition Lenders under the Prepetition Credit Agreement and the
related collateral documents and guarantees, and any and all rights to bring any
challenge with respect thereto are hereby waived.
6.7 Deemed Consolidation of Debtors for Plan Purposes Only. Subject to
the occurrence of the Effective Date, the Reorganizing Debtors shall be deemed
consolidated solely for the following purposes under the Reorganization Plan:
(i) as provided with respect to Class 11 Claims, no Distributions shall be made
under the Reorganization Plan on account of Equity Interests in Subsidiary
Debtors; and (ii) in some instances, Claims against more than one Reorganizing
Debtor have been grouped together into a single Class of Claims for voting and
distribution purposes.
Such deemed consolidation, however, shall not affect: (i) the legal
and organizational structure of the Reorganized Debtors; (ii) the ownership
interest of any Reorganizing Debtor in any Subsidiary Debtor and (iii) pre and
post-Petition Date guarantees, Liens and security interests that are required to
be maintained (a) in connection with executory contracts or unexpired leases
that were entered into during the Chapter 11 Cases or that have been or will be
assumed, or (b) pursuant to this Reorganization Plan or the instruments and
documents issued in connection herewith (including, without limitation, the Exit
Financing Agreements).
6.8 Continued Corporate Existence; Vesting of Assets in the Reorganized
Debtors and Corporate Restructuring. (a) Each of the Reorganizing Debtors shall,
as a Reorganized Debtor, continue to exist after the Effective Date as a
separate legal entity, with all powers of a corporation, limited liability
company or general or limited partnership, as the case may be, under the laws of
their respective states of incorporation or organization and without prejudice
to any right to alter or terminate such existence (whether by merger or
otherwise) under such applicable state law.
(b) The Reorganized Debtors shall be revested with their assets as
provided in Section 11.1 of this Reorganization Plan, subject to the Liens
granted under the applicable Exit Financing Agreements.
(c) On the Effective Date, the Reorganized Debtors shall undertake
a corporate restructuring pursuant to which all Reorganized Debtors that own or
operate businesses located outside the United States shall become direct or
indirect subsidiaries of CPIH.
6.9 Amended Organizational Documents. On the Effective Date, the
Reorganized Debtors are authorized to, and shall, without the need for any
further corporate action, adopt and, as applicable, file their respective
amended organizational documents with the applicable Secretary of State. The
amended organizational documents shall prohibit the issuance of nonvoting equity
securities, as required by sections 1123(a) and (b) of the Bankruptcy Code,
subject to further amendment as permitted by applicable law.
6.10 Settlements. Except to the extent the Court has entered a separate
order providing for such approval, the Confirmation Order shall constitute an
order (a) approving as a compromise and settlement pursuant to section
1123(b)(3)(A) of the Bankruptcy Code and Bankruptcy Rule 9019, any settlement
agreements entered into by any Reorganizing Debtor or any other Person as
contemplated in confirmation of this Reorganization Plan, and (b) authorizing
the Reorganizing Debtors' execution and delivery of all settlement agreements
entered into or to be entered into by any Reorganizing Debtor or any other
Person as contemplated by this Reorganization Plan and all related agreements,
instruments or documents to which any Reorganizing Debtor is a party.
6.11 Employee Benefits. Except as set forth in this Section, the
Reorganizing Debtors generally intend to maintain existing employee benefit
plans, subject to the Reorganizing Debtors or Reorganized Debtors' rights to
amend, terminate or modify those plans at any time as permitted by such plans or
applicable nonbankruptcy law.
6.12 Funding the Operating Reserve. On the Effective Date, the
Reorganizing Debtors shall fund Operating Reserve to the extent of the Operating
Reserve Deficiency Amount, if any, by transferring the Operating Reserve
Deficiency Amount to the Operating Reserve and/or the Administrative Expense
Claims Reserve.
6.13 Management Incentive Payment. On the Effective Date, management of
the Reorganizing Debtors shall be entitled to receive an incentive bonus of Cash
in an amount equal to two percent (2 %) of the Post-Closing Cash, if any, in
excess of Distributable Cash. On or shortly after the Effective Date,
Reorganized Covanta shall establish the Covanta Management Incentive Plan,
subject to the terms of the Exit Financing Agreements.
ARTICLE VII
DISTRIBUTIONS
7.1 Distribution Record Date. As of the close of business on the
applicable Distribution Record Date, the applicable Reorganizing Debtor's books
and records for each of the Classes of Claims or Equity Interests as maintained
by such Reorganizing Debtor or its respective agent, or, in the case of the
9.25% Debentures, the Indenture Trustee therefor, shall be deemed closed, and
there shall be no further changes in the record holders of any of the Claims or
Equity Interests. The applicable Reorganizing Debtor shall have no obligation to
recognize any transfer of Claims or Equity Interests occurring on or after the
applicable Distribution Record Date. The applicable Reorganizing Debtor shall be
entitled to recognize and deal for all purposes hereunder only with those record
holders stated in the books and records of the applicable Reorganizing Debtor or
its respective agent, or, in the case of the 9.25% Debentures, the Indenture
Trustee thereof, as of the close of business on the Distribution Record Date, to
the extent applicable.
7.2 Date of Distributions. Unless otherwise provided herein, any
Distributions and deliveries to be made hereunder shall be made on the Effective
Date or as soon thereafter as is practicable. In the event that any payment or
act under this Reorganization Plan is required to be made or performed on a date
that is not a Business Day, then the making of such payment or the performance
of such act may be completed on the next succeeding Business Day, but shall be
deemed to have been completed as of the initial due date.
7.3 Disbursing Agent.
(a) Reorganized Covanta and such other Person as may be selected by
Reorganized Covanta and approved by the Court shall act as Disbursing Agent(s)
under the Reorganization Plan. No Court approval shall be required to use the
Indenture Trustee for the 9.25% Debentures as a Disbursing Agent for
distributions to holders of 9.25% Debentures or for using Bank of America, N.A.,
as a Disbursing Agent for distributions to the Prepetition Lenders.
(b) A Disbursing Agent shall not be required to give any bond or
surety or other security for the performance of its duties unless otherwise
ordered by the Court, and, in the event that a Disbursing Agent is so otherwise
ordered, the costs and expenses that are directly related to procuring any such
bond or surety shall be borne by the Reorganized Debtors.
7.4 Rights and Powers of Disbursing Agent. The Disbursing Agent shall
be empowered to (i) effect all actions and execute all agreements, instruments
and other documents necessary to perform its duties under this Reorganization
Plan, (ii) make all Distributions contemplated hereby, (iii) employ
professionals to represent it with respect to its responsibilities, and (iv)
exercise such other powers as may be vested in the Disbursing Agent by order of
the Court, pursuant to this Reorganization Plan, or as deemed by the Disbursing
Agent to be necessary and proper to implement the provisions hereof.
7.5 Surrender of Instruments. As a condition to receiving any
Distribution under this Reorganization Plan, (x) each holder of an Allowed Claim
represented by a certificated instrument or note must surrender such instrument
or note held by it to the Disbursing Agent or its designee, unless such
certificated instrument or note is being reinstated or being left unimpaired
under this Reorganization Plan and (y) each holder of an Allowed Claim that is
party to a settlement incorporated herein or otherwise implemented hereby shall
have performed its obligations thereunder either immediately prior to or
contemporaneous with such Distribution. Any holder of such instrument or note
that fails to (i) surrender such instrument or note or (ii) execute and deliver
an affidavit of loss and/or indemnity reasonably satisfactory to the Disbursing
Agent or furnish a bond in form, substance and amount reasonably satisfactory to
the Disbursing Agent before the first anniversary of the Effective Date, shall
be deemed to have forfeited all rights and Claims and may not participate in any
Distribution under this Reorganization Plan in respect of such Claim. Any other
holder of an Allowed Claim who fails to take such action as reasonably required
by the Disbursing Agent or its designee to receive its Distribution hereunder
before the first anniversary of the Effective Date, or such earlier time as
otherwise provided for in this Reorganization Plan, may not participate in any
Distribution under this Reorganization Plan in respect of such Claim. Any
Distribution forfeited hereunder shall become property of the applicable
Reorganized Debtor.
7.6 Delivery of Distributions. Distributions to holders of Allowed
Claims shall be made at the address of each such holder as set forth on the
Schedules filed with the Court unless superseded by the address as set forth on
the proofs of claim filed by such holders or other writing notifying the
applicable Reorganized Debtor of a change of address. If any holder's
Distribution is returned as undeliverable, no further Distributions to such
holder shall be made unless and until the applicable Reorganized Debtor is
notified of such holder's then current address, at which time all missed
Distributions shall be made to such holder without interest on or before one
hundred and twenty (120) days after the date such undeliverable Distribution was
initially made. After such date, all unclaimed property shall, in the applicable
Reorganized Debtor's discretion, be used to satisfy the costs of administering
and fully consummating this Reorganization Plan or become property of the
applicable Reorganized Debtor, and the holder of any such Claim shall not be
entitled to any other or further distribution under this Reorganization Plan on
account of such Claim.
7.7 Manner of Payment Under Plan.
(a) All Distributions of Cash, Reorganization Plan Notes or
Reorganization Plan Equity Securities and Warrants to the holders of Allowed
Claims against each of the Reorganizing Debtors under this Reorganization Plan,
shall be made by the Disbursing Agent on behalf of the applicable Reorganized
Debtor. Any Distributions that revert to the applicable Reorganized Debtor or
are otherwise cancelled (such as pursuant to Section 7.5 or 7.6 of this
Reorganization Plan) shall revest solely in the applicable Reorganized Debtor.
(b) At the option of the applicable Reorganized Debtor, any Cash
payment to be made hereunder may be made by a check or wire transfer or as
otherwise required or provided in applicable agreements.
7.8 De Minimis and Fractional Distributions. Unless written request
addressed to the Reorganized Debtors or Disbursing Agent is received within one
hundred and twenty (120) days after the Effective Date, the Disbursing Agent or
such other entity designated by such Reorganized Debtor as a Disbursing Agent on
or after the Effective Date will not be required to distribute Cash,
Reorganization Plan Notes or Reorganization Plan Equity Securities and Warrants
to the holder of an Allowed Claim in an Impaired Class if the amount of Cash or
the Estimated Recovery Value of such Reorganization Plan Notes and
Reorganization Plan Equity Securities and Warrants combined to be distributed on
any Distribution Date under the Reorganization Plan on account of such Claim is
less than $100. Any holder of an Allowed Claim on account of which the amount of
Cash or the combined Estimated Recovery Value of Reorganization Plan Notes and
Reorganization Plan Equity Securities and Warrants to be distributed is less
than $100 will have its Claim for such Distribution discharged and will be
forever barred from asserting any such Claim against the Reorganized Debtors or
their respective property. Any Cash, Reorganization Plan Notes or Reorganization
Plan Equity Securities and Warrants not distributed pursuant to this Section 7.8
will become the property of the Reorganized Debtors, free of any Liens,
encumbrances or restrictions thereon.
7.9 Exemption from Securities Laws. The issuance of the Reorganization
Plan Notes and Reorganization Plan Equity Securities and Warrants pursuant to
this Reorganization Plan shall be exempt from any securities laws registration
requirements to the fullest extent permitted by section 1145(a)(1)(A) of the
Bankruptcy Code and section (3)(a)(7) of the Securities Act of 1933.
7.10 Setoffs. Each Reorganizing Debtor may, in accordance with the
provisions of the Reorganization Plan, section 553 of the Bankruptcy Code and
applicable non-bankruptcy law, set off against any Allowed Claim and the
Distributions to be made pursuant to this Reorganization Plan on account of such
Allowed Claim (before any Distribution is made on account of such Allowed
Claim), the Claims, rights and causes of action of any nature that such
Reorganizing Debtor may hold against the holder of such Allowed Claim; provided,
however, that neither the failure to effect such a setoff nor the allowance of
any Claim hereunder shall constitute a waiver or release by the applicable
Reorganizing Debtor of any such Claims, rights and causes of action that the
applicable Reorganizing Debtor may possess against such holder; and provided,
further that any Claims of each Reorganizing Debtor arising before the
applicable Petition Date shall only be setoff against Claims against such
Reorganizing Debtor arising before the applicable Petition Date.
7.11 Allocation of Plan Distribution Between Principal and Interest.
All Distributions in respect of any Allowed Claim shall be allocated first to
the principal amount of such Allowed Claim, as determined for federal income tax
purposes, and thereafter, to the remaining portion of such Allowed Claim, if
any.
7.12 Withholding and Reporting Requirements. In connection with this
Reorganization Plan and all instruments issued in connection therewith and
distributed thereon, the applicable Reorganizing Debtor and/or Disbursing Agent
shall comply with all applicable withholding and reporting requirements imposed
by any federal, state or local taxing authority, and all distributions under
this Reorganization Plan shall be subject to any such withholding or reporting
requirements.
7.13 Time Bar to Cash Payments. Checks issued by the Reorganized
Debtors in respect of Allowed Claims shall be null and void if not negotiated
within ninety (90) days after the date of issuance thereof. Requests for
reissuance of any check shall be made to the applicable Reorganized Debtor by
the holder of the Allowed Claim to whom such check originally was issued. Any
Claim in respect of such voided check shall be made on or before thirty (30)
days after the expiration of the sixty (60) day period following the date of
issuance of such check. After such date, all funds held on account of such
voided check shall, in the discretion of the applicable Reorganized Debtor, be
used to satisfy the costs of administering and fully consummating this
Reorganization Plan or become property of the applicable Reorganized Debtor, and
the holder of any such Allowed Claim shall not be entitled to any other or
further Distribution under this Reorganization Plan on account of such Allowed
Claim.
7.14 Closing of Chapter 11 Cases. As to each Reorganizing Debtor, when
substantially all Disputed Claims have become Allowed Claims or have been
disallowed by Final Order, and all Distributions in respect of Allowed Claims
have been made in accordance with this Reorganization Plan, or at such earlier
time as each of the Reorganized Debtors deems appropriate, the Reorganized
Debtors shall seek authority from the Court to close their respective Chapter 11
Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules.
ARTICLE VIII
PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS
8.1 No Distribution Pending Allowance. Notwithstanding any other
provision of this Reorganization Plan, no Cash, Reorganization Plan Notes or
Reorganization Plan Equity Securities and Warrants shall be distributed under
this Reorganization Plan on account of any Disputed Claim, unless and until all
objections to such Disputed Claim have been settled or withdrawn or have been
determined by Final Order and the Disputed Claim, or some portion thereof, has
become an Allowed Claim.
8.2 Resolution of Disputed Claims and Equity Interests.
(a) Unless otherwise ordered by the Court after notice and a
hearing, the Reorganizing Debtors or Reorganized Debtors, as the case may be,
shall have the exclusive right to make and file objections to Claims (other than
Administrative Expense Claims) and shall serve a copy of each objection upon the
holder of the Claim to which the objection is made as soon as practicable, but
in no event later than one hundred and twenty (120) days after the Effective
Date; provided, however, that such one hundred and twenty (120) day period may
be automatically extended by the Reorganizing Debtors, without any further
application to, or approval by, the Court, for up to an additional thirty (30)
days. The foregoing deadlines for filing objections to Claims shall not apply to
Claims for tort damages and, accordingly, no such deadline shall be imposed by
this Reorganization Plan. Notwithstanding any authority to the contrary, an
objection to a Claim shall be deemed properly served on the holder thereof if
the Reorganizing Debtors effect service in any of the following manners: (i) in
accordance with Rule 4 of the Federal Rules of Civil Procedure, as modified and
made applicable by Bankruptcy Rule 7004; (ii) by first class mail, postage
prepaid, on the signatory on the proof of claim or interest or other
representative identified in the proof of claim or interest or any attachment
thereto; or (iii) by first class mail, postage, on any counsel that has appeared
on the holder's behalf in the Chapter 11 Cases.
(b) Except with respect to Administrative Expense Claims as to
which the Administrative Expense Claim Bar Date does not apply, Administrative
Expense Claims must be filed with the Court and served on counsel for the
Reorganizing Debtors on or before the Administrative Expense Claim Bar Date. The
Reorganizing Debtors, Reorganized Debtors, or any other party in interest
permitted under the Bankruptcy Code may make and file objections to any such
Administrative Expense Claim and shall serve a copy of each objection upon the
holder of the Claim to which the objection is made as soon as practicable, but
in no event later than one hundred and eighty (180) days after the Effective
Date. In the event the Reorganizing Debtors, or Reorganized Debtors file any
such objection, the Court shall determine the Allowed amount of any such
Administrative Expense Claim. Notwithstanding the foregoing, no request for
payment of an Administrative Expense Claim need be filed with respect to an
Administrative Expense Claim which is paid or payable by the Reorganizing
Debtors in the ordinary course of business.
8.3 Estimation of Claims and Equity Interests. The Reorganizing Debtors
may at any time request that the Court estimate any contingent, unliquidated or
Disputed Claim pursuant to section 502(c) of the Bankruptcy Code, regardless of
whether the Reorganizing Debtors previously objected to such Claim or whether
the Court has ruled on any such objection, and the Court will retain
jurisdiction to estimate any Claim at any time during litigation concerning any
objection to any Claim. In the event that the Court estimates any Disputed
Claim, that estimated amount may constitute either the Allowed amount of such
Claim or a maximum limitation on such Claim, as determined by the Court. If the
estimated amount constitutes a maximum limitation on such Claim, the
Reorganizing Debtors may elect to pursue any supplemental proceedings to object
to any ultimate payment of such Claim. All of the aforementioned Claims
objection, estimation and resolution procedures are cumulative and not
necessarily exclusive of one another.
8.4 Reserve Account for Disputed Claims. On and after the Effective
Date, the Disbursing Agent shall hold in one or more Disputed Claims Reserves,
for each Class or Subclass in which there are any Disputed Claims, Cash,
Reorganization Plan Notes or Reorganization Plan Equity Securities and Warrants
in an aggregate amount sufficient to pay to each holder of a Disputed Claim the
amount of Cash, Reorganization Plan Notes or Reorganization Plan Equity
Securities and Warrants that such holder would have been entitled to receive pro
rata under this Reorganization Plan if such Claim had been an Allowed Claim in
such Class or Subclass; provided, however that with respect to Disputed Claims
in Class 4, the Reorganized Debtors shall not be required to establish a
Disputed Claims Reserve but instead shall issue new Reorganization Plan
Unsecured Notes if and when any Disputed Claim in Class 4 becomes an Allowed
Claim. Cash withheld and reserved for payments to holders of Disputed Claims in
any Class or Subclass shall be held and deposited by the Disbursing Agent in one
or more segregated interest-bearing reserve accounts for each Class or Subclass
of Claims in which there are Disputed Claims entitled to receive Cash, to be
used to satisfy the Disputed Claims if and when such Disputed Claims become
Allowed Claims.
8.5 Allowance of Disputed Claims. With respect to any Disputed Claim
that is subsequently deemed Allowed, on the Distribution Date for any such Claim
the Reorganizing Debtors shall distribute from the Disputed Claims Reserve
Account corresponding to the Class in which such Claim is classified to the
holder of such Allowed Claim the amount of Cash, Reorganization Plan Notes or
Reorganization Plan Equity Securities and Warrants that such holder would have
been entitled to recover pro rata under this Reorganization Plan if such Claim
had been an Allowed Claim on the Effective Date, together with such
claimholder's Pro Rata Class Share of net interest, if any, on such Allowed
Claim. For purposes of the immediately preceding sentence, such holder's Pro
Rata Class Share of net interest shall be calculated by multiplying the amount
of interest on deposit in the applicable Disputed Claims Reserve account on the
date immediately preceding the date on which such Allowed Claim is to be paid by
a fraction, the numerator of which shall equal the amount of such Allowed Claim
and the denominator of which shall equal the amount of all Claims for which
deposits are being held in the applicable Disputed Claims Reserve account on the
date immediately preceding the date on which such Allowed Claim is to be paid.
8.6 Reserve Account for Subclass 3B Rejecting Bondholder Recovery. (a)
The Subclass 3B Rejecting Bondholder Recovery, if any, shall be held in a
Reserve Account in accordance with Section 8.4 of this Reorganization Plan
subject to resolution of the 9.25% Debentures Adversary Proceeding.
(b) In the event of entry of a Final Order in connection with the
9.25% Debentures Adversary Proceeding establishing the validity of the Lien
asserted on behalf of the holders of the 9.25% Debentures, each holder of an
Allowed Subclass 3B Secured Claim that was a Rejecting Bondholder shall receive
a Pro Rata Share of the Distribution of the Subclass 3B Rejecting Bondholder
Recovery from the Subclass 3B Reserve Account. In the event of entry of a Final
Order in the 9.25% Debentures Adversary Proceeding determining that the Lien
asserted on behalf of the holder of the 9.25% Debentures did not exist, was
invalid or otherwise avoided, then the Subclass 3B Rejecting Bondholder Recovery
held in the Subclass 3B Reserve Account shall be Distributed (i) first, so that
each holder of a Subclass 3B Claim that was a Rejecting Bondholder shall receive
a Distribution with an Estimated Recovery Value equal to the Estimated Recovery
Value that such holder would have received on the Effective Date with respect to
an Allowed Class 6 Claim of the same principal amount, and (ii) second, the
balance of the Subclass 3B Rejecting Bondholder Recovery that remains after
making distributions in accordance with clause (i) of this sentence shall be
divided as follows: (A) pro rata to each holder of an Allowed Class 6 Claim,
additional distributions of Excess Distributable Cash, if any, New High Yield
Secured Notes, New CPIH Funded Debt, Reorganized CPIH Preferred Stock, and
Additional Class 3 Warrants in an amount such that each holder of an Allowed
Class 6 Claim will receive the Pro Rata Share of the Settlement Distribution it
would have received had all Rejecting Bondholders been Accepting Bondholders;
(B) pro-rata to Allowed Subclass 3A Claims, any remaining Cash; and (C) pro-rata
among holders of Allowed Subclass 3A Claims and holders of Allowed Class 6
Claims on a ratio of 9 to 1, the remaining balance of the Subclass 3B Rejecting
Bondholder Recovery.
(c) In the event there are Rejecting Bondholders holding an
aggregate amount of Subclass 3B Claims in excess of $10 million, the
Reorganizing Debtors shall be obligated after the Confirmation Date to reimburse
counsel for the Committee and counsel for the Bondholders Committee for fees and
expenses each in an amount up to $250,000 for purposes of enabling continuation
of the 9.25% Debentures Adversary Proceeding, subject to approval of such fees
and expenses by order of the Court.
(d) Without regard to the aggregate amount of Subclass 3B Claims
held by Rejecting Bondholders, the $450,000 limitation on the use of cash
collateral imposed on the payment of fees to counsel to the Committee in
connection with the 9.25% Debentures Adversary Proceeding as set forth in the
Stipulation and Consent Order Authorizing Creditors Committee to Use Cash
Collateral to Investigate and Prosecute the Adversary Proceeding Filed by the
Committee on Behalf of the Debtors with Respect to the Existence of the 9 1/4
Debentureholders Alleged Lien on the Debtors' Assets, Confirming the Entitlement
of the Informal Committee and of the Indenture Trustee to Receive Without Risk
of Disgorgement Fees and Expenses, and Certain Other Matters (Docket No. 1088)
shall no longer apply, and the Confirmation Order shall provide for the
Reorganizing Debtors to pay all then unpaid fees and expenses incurred by
counsel for the Committee in prosecuting the 9.25% Debentures Adversary
Proceeding, subject only to approval of such fees and expenses by order of the
Court as part of its review of fees and expenses for all Retained Professionals
in these Chapter 11 Cases.
8.7 Release of Funds from Disputed Claims Reserve. If at any time or
from time to time after the Effective Date, there shall be Cash, Reorganization
Plan Notes or Reorganization Plan Equity Securities and Warrants in a Disputed
Claims Reserve account in an amount in excess of the Reorganizing Debtors'
maximum remaining payment obligations to the then existing holders of Disputed
Claims in the Class of Claims corresponding to such Disputed Claims Reserve
account under this Reorganization Plan, such excess funds, and the Pro Rata
Class Share of net interest in respect thereof, shall become available for
Distribution to the holders of Allowed Claims in the Class corresponding to the
Disputed Claims Reserve Account at issue in accordance with this Reorganization
Plan.
ARTICLE IX
TREATMENT OF EXECUTORY
CONTRACTS AND UNEXPIRED LEASES
9.1 General Treatment. (a) On the Effective Date, all executory
contracts and unexpired leases to which each Reorganizing Debtor listed on
Exhibit 9.1A (collectively, the "Rejecting Debtors") is a party shall be deemed
rejected, except for any executory contract or unexpired lease of the Rejecting
Debtors that (i) has been previously assumed or rejected pursuant to a Final
Order of the Court, (ii) is specifically designated as a contract or lease on
the Rejecting Debtors' Schedule of Assumed Contracts and Leases, filed as
Exhibit 9.1A hereto, as may be amended, or (iii) is the subject of a separate
motion to assume or reject filed under section 365 of the Bankruptcy Code by the
Reorganizing Debtors prior to the Confirmation Hearing. The Rejecting Debtors
expressly reserve the right to add or remove executory contracts and unexpired
leases to or from the Rejecting Debtors' Schedule of Assumed Contracts and
Leases at any time prior to the Effective Date.
(b) On the Effective Date, all executory contracts and unexpired
leases to which each Reorganizing Debtor listed on Exhibit 9.1B (collectively,
the "Assuming Debtors") is a party shall be deemed assumed, except for any
executory contract or unexpired lease of the Assuming Debtors that (i) has been
previously assumed or rejected pursuant to a Final Order of the Court, (ii) is
specifically designated as a contract or lease on the Assuming Debtors' Schedule
of Rejected Contracts and Leases, filed as Exhibit 9.1B hereto, as may be
amended, or (iii) is the subject of a separate motion to assume or reject filed
under section 365 of the Bankruptcy Code by the Reorganizing Debtors prior to
the Confirmation Hearing. The Assuming Debtors expressly reserve the right to
add or remove executory contracts and unexpired leases to or from the Assuming
Debtors' Schedule of Rejected Contracts and Leases at any time prior to the
Effective Date.
(c) Each executory contract and unexpired lease listed or to be
listed on the Rejecting Debtors' Schedule of Assumed Contracts and Leases or the
Assuming Debtors' Schedule of Rejected Contracts and Leases (collectively, the
"Contract Schedules") shall include modifications, amendments, supplements,
restatements or other agreements, including guarantees thereof, made directly or
indirectly by any Reorganizing Debtor in any agreement, instrument or other
document that in any manner affects such executory contract or unexpired lease,
without regard to whether such agreement, instrument or other document is listed
on the Contract Schedules. The mere listing of a document on the Contract
Schedules shall not constitute an admission by the Reorganizing Debtors that
such document is an executory contract or unexpired lease or that the
Reorganizing Debtors have any liability thereunder.
9.2 Cure of Defaults. Except to the extent that (i) a different
treatment has been agreed to by the nondebtor party or parties to any executory
contract or unexpired lease to be assumed pursuant to Section 9.1 of this
Reorganization Plan or, (ii) any executory contract or unexpired lease shall
have been assumed pursuant to an order of the Court which order shall have
approved the cure amounts with respect thereto, the applicable Reorganizing
Debtor shall, pursuant to the provisions of sections 1123(a)(5)(G) and
1123(b)(2) of the Bankruptcy Code and consistent with the requirements of
section 365 of the Bankruptcy Code, within thirty (30) days after the
Confirmation Date, file with the Court and serve a pleading listing the cure
amounts of all executory contracts or unexpired leases to be assumed. The
parties to such executory contracts or unexpired leases to be assumed by the
applicable Reorganizing Debtor shall have fifteen (15) days from service of such
pleading to object to the cure amounts listed by the applicable Reorganizing
Debtor. Service of such pleading shall be sufficient if served on the other
party to the contract or lease at the address indicated on (i) the contract or
lease, (ii) any proof of claim filed by such other party in respect of such
contract or lease, or (iii) the Reorganizing Debtors' books and records,
including the Schedules; provided, however, that if a pleading served by a
Reorganizing Debtor to one of the foregoing addresses is promptly returned as
undeliverable, the Reorganizing Debtor shall attempt reservice of the pleading
on an alternative address, if any, from the above listed sources. If any
objections are filed, the Court shall hold a hearing. Any party failing to
object to the proposed cure amount fifteen days following service of the
proposed cure amount by the Debtors shall be forever barred from asserting,
collecting, or seeking to collect any amounts in excess of the proposed cure
amount against the Reorganizing Debtors or Reorganized Debtors. Notwithstanding
the foregoing or anything in Section 9.3 of this Reorganization Plan, at all
times through the date that is five (5) Business Days after the Court enters an
order resolving and fixing the amount of a disputed cure amount, the
Reorganizing Debtors shall have the right to reject such executory contract or
unexpired lease.
9.3 Approval of Assumption of Certain Executory Contracts. Subject to
Sections 9.1 and 9.2 of this Reorganization Plan, the executory contracts and
unexpired leases on the Rejecting Debtors' Schedule of Assumed Contracts and the
executory contracts and unexpired leases of the Assuming Debtors other than
those listed on the Assuming Debtors' Schedule of Rejected Contracts and Leases
shall be assumed by the respective Reorganizing Debtors as of the Effective
Date. Except as may otherwise be ordered by the Court, the Reorganizing Debtors
shall have the right to cause any assumed executory contract or unexpired lease
to vest in the Reorganized Debtor designated for such purpose by the
Reorganizing Debtors.
9.4 Approval of Rejection of Executory Contracts and Unexpired Leases.
Entry of the Confirmation Order shall constitute the approval, pursuant to
section 365(a) of the Bankruptcy Code, of the rejection of any executory
contracts and unexpired leases to be rejected as and to the extent provided in
Section 9.1 of this Reorganization Plan.
9.5 Deemed Consents. Unless a counterparty to an executory contract,
unexpired lease, license or permit objects to the applicable Debtor's assumption
thereof in writing on or before seven (7) days prior to the Confirmation
Hearing, then, unless such executory contract, unexpired lease, license or
permit has been rejected by the applicable Debtor or will be rejected by
operation of this Reorganization Plan, the Reorganized Debtors shall enjoy all
the rights and benefits under each such executory contract, unexpired lease,
license and permit without the necessity of obtaining such counterparty's
written consent to assumption or retention of such rights and benefits.
9.6 Bar Date for Filing Proofs of Claim Relating to Executory Contracts
and Unexpired Leases Rejected Pursuant to the Reorganization Plan. Claims
arising out of the rejection of an executory contract or unexpired lease
pursuant to Section 9.1 of this Reorganization Plan must be filed with the Court
no later than the later of (i) twenty (20) days after the Effective Date, and
(ii) thirty (30) days after entry of an order rejecting such executory contract
or lease. Any Claims not filed within such time period will be forever barred
from assertion against any of the applicable Reorganizing Debtors and/or the
Estates.
9.7 Survival of Debtors' Corporate Indemnities. Any obligations of any
of the Reorganizing Debtors pursuant to the applicable Reorganizing Debtor's
corporate charters and bylaws or agreements entered into any time prior to the
Effective Date, to indemnify the Specified Personnel, with respect to all
present and future actions, suits and proceedings against such Reorganizing
Debtor or such Specified Personnel, based upon any act or omission for or on
behalf of such Reorganizing Debtor, shall not be discharged or impaired by
confirmation of this Reorganization Plan. Such obligations shall be deemed and
treated as executory contracts to be assumed by the applicable Reorganizing
Debtor pursuant to this Reorganization Plan and deemed to be included on the
Rejecting Debtors' Schedule of Assumed Contracts and Leases (to the extent not
otherwise assumed), and shall continue as obligations of the applicable
Reorganizing Debtor. To the extent a Reorganizing Debtor is entitled to assert a
Claim against Specified Personnel (whether directly or derivatively) and such
Specified Personnel is entitled to indemnification, such Claim against Specified
Personnel is released, waived and discharged.
9.8 Reservation of Rights Under Insurance Policies and Bonds. Nothing
in this Reorganization Plan, including the discharge and release of the
Reorganizing Debtors as provided in this Reorganization Plan, shall diminish,
impair or otherwise affect the enforceability by beneficiaries of (i) any
insurance policies that may cover Claims against any Reorganizing Debtors, or
(ii) any bonds issued to assure the performance of any Reorganizing Debtors, nor
shall anything contained herein constitute or be deemed to constitute a waiver
of any cause of action that the Reorganizing Debtors or any entity may hold
against any insurers or issuers of bonds under any such policies of insurance or
bonds. To the extent any insurance policy or bond is deemed to be an executory
contract, such insurance policy or bond shall be deemed assumed in accordance
with Article IX of the Reorganization Plan. Notwithstanding the foregoing, the
Reorganizing Debtors do not assume any payment or other obligations to any
insurers or issuers or bonds, and any agreements or provisions of policies or
bonds imposing payment or other obligations upon the Reorganizing Debtors shall
only be assumed as provided pursuant to a separate order of the Court.
ARTICLE X
CONDITIONS PRECEDENT TO THE CONFIRMATION DATE AND THE EFFECTIVE DATE
10.1 Conditions to Confirmation. Each of the following is a condition
to the Confirmation Date:
(a) the entry of a Final Order finding that the Disclosure
Statement contains adequate information pursuant to section 1125 of the
Bankruptcy Code;
(b) the proposed Confirmation Order shall be in form and substance,
reasonably acceptable to the Reorganizing Debtors;
(c) all provisions, terms and conditions hereof are approved in the
Confirmation Order;
(d) the Confirmation Order shall contain a finding that any
Intercompany Claim held by a Reorganizing Debtor, Liquidating Debtor or Heber
Debtor is the exclusive property of such Reorganizing Debtor, Liquidating Debtor
or Heber Debtor pursuant to section 541 of the Bankruptcy Code;
(e) the Confirmation Order shall contain a ruling that each of the
Liquidating Debtors Intercompany Claims against (i) the Reorganizing Debtors and
any of their respective present or former officers, directors, employees,
attorneys, accountants, financial advisors, investment bankers or agents and
(ii) the other persons or entities identified in Section 11.10 of this
Reorganization Plan will be fully settled and released as of the Effective Date;
(f) the Confirmation Order shall contain a ruling that each of the
Heber Debtors Intercompany Claims against (i) the Reorganizing Debtors and any
of their respective present or former officers, directors, employees, attorneys,
accountants, financial advisors, investment bankers or agents and (ii) the other
persons or entities identified in Section 11.10 of this Reorganization Plan will
be fully settled and released as of the Effective Date;
(g) the Confirmation Order shall contain a ruling that each of the
Reorganizing Debtors Claims against (i) the other Reorganizing Debtors and any
of their respective present or former officers, directors, employees, attorneys,
accountants, financial advisors, investment bankers or agents and (ii) the other
persons or entities identified in Section 11.10 of this Reorganization Plan, to
the extent and only for the periods provided for in Section 11.10 of this
Reorganization Plan, will be fully settled and released or, with respect to
Claims against the Reorganizing Debtors, treated in accordance with Sections
4.9(b)(II) of this Reorganization Plan; and
(g) the entry of a confirmation order with respect to the Heber
Reorganization Plan in form and substance reasonably satisfactory to the
Reorganizing Debtors.
10.2 Conditions Precedent to the Effective Date. Each of the following
is a condition precedent to the Effective Date of this Reorganization Plan:
(a) The Confirmation Order shall: (i) have been entered by the
Court and become a Final Order, (ii) be in form and substance satisfactory to
the Reorganizing Debtors and (iii) provide that the Liquidating Debtors, the
Reorganizing Debtors, the Reorganized Debtors, the Heber Debtors and the
Reorganized Heber Debtors are authorized and directed to take all actions
necessary or appropriate to enter into, implement and consummate the contracts,
instruments, releases, leases, indentures and other agreements or documents
created in connection with the Liquidation Plan, the Reorganization Plan and the
Heber Reorganization Plan;
(b) The conditions precedent to the Effective Date of the
Liquidation Plan shall have been satisfied or waived in accordance with the
terms and provisions of the Liquidation Plan;
(c) The conditions precedent to the Effective Date of the Heber
Reorganization Plan shall have been satisfied or waived in accordance with the
terms and provisions of the Heber Reorganization Plan. All conditions precedent
to the closing of the Geothermal Sale or an alternative sale of some or all of
the Heber Debtors or their assets shall have been satisfied;
(d) All documents, instruments and agreements necessary to
implement the ESOP for Reorganized Covanta shall have been executed and
delivered by the parties thereto;
(e) All regulatory approval necessary or desirable to effectuate
the Reorganization Plan and the transactions contemplated hereunder shall have
been obtained;
(f) The Reorganized Covanta Common Stock shall have been delivered
to the ESOP in accordance with the terms of this Reorganization Plan,
Reorganized Covanta shall have delivered the Reorganization Plan Equity
Securities and Warrants as contemplated hereunder and the equity securities of
all the other Reorganized Debtors shall have been deemed to revert to ownership
by the same entity by which they were held prior to the applicable Petition
Date;
(g) Reorganized Covanta shall have taken all steps necessary in its
discretion to enable its conversion to an S Corporation effective as of January
1, 2004;
(h) The Exit Financing Agreements shall have been executed and
delivered by the parties thereto, and shall be in full force and effect in
accordance with the terms thereof;
(i) The Reorganized Debtors shall have sufficient Cash (i) to make
payment of the estimated Exit Costs, including, without limitation, all Allowed
Administrative Expense Claims, Allowed Priority Non-Tax Claims, Allowed
Convenience Claims, (ii) to transfer Cash such that CPIH shall have $2 million
in accounts under its control, and (iii) to deposit Cash in the Disputed Claims
Reserve in respect of any Administrative Expense Claims and Priority Non-Tax
Claims that are Disputed Claims;
(j) All documents, instruments and agreements provided for under,
or necessary to implement, this Reorganization Plan shall have been executed and
delivered by the parties thereto, in form and substance satisfactory to the
Reorganizing Debtors, unless such execution or delivery has been waived by the
parties benefited thereby.
10.3 Waiver of Conditions. The Reorganizing Debtors may waive any of
the foregoing conditions set forth in Section 10.1 or Section 10.2 of this
Reorganization Plan without leave of or notice to the Court and without any
formal action other than proceeding with confirmation of this Reorganization
Plan or emergence from bankruptcy.
10.4 Failure to Satisfy or Waiver of Conditions Precedent. In the event
that any or all of the conditions specified in Section 10.1 or 10.2 of this
Reorganization Plan have not been satisfied or waived in accordance with the
provisions of this Article X on or before December 19, 2003 (which date may be
extended by the Reorganizing Debtors, and upon notification submitted by the
Reorganizing Debtors to the Court), (a) the Confirmation Order shall be vacated,
(b) no distributions under the Reorganization Plan shall be made, (c) the
Reorganizing Debtors and all holders of Claims and Equity Interests shall be
restored to the status quo ante as of the day immediately preceding the
Confirmation Date as though such date never occurred, and (d) all the
Reorganizing Debtors' respective obligations with respect to the Claims and
Equity Interests shall remain unchanged and nothing contained herein or in the
Disclosure Statement shall be deemed an admission or statement against interest
or to constitute a waiver or release of any claims by or against any
Reorganizing Debtor or any other Person or to prejudice in any manner the rights
of any Reorganizing Debtor or any Person in any further proceedings involving
any Reorganizing Debtor or Person.
ARTICLE XI
EFFECT OF CONFIRMATION
11.1 Revesting of Assets. Upon the Effective Date, pursuant to sections
1141(b) and (c) of the Bankruptcy Code, except for leases and executory
contracts that have not yet been assumed or rejected (which leases and contracts
shall be deemed vested when and if assumed), all property of each Reorganizing
Debtor's Estate shall vest in the applicable Reorganized Debtor free and clear
of all Claims, Liens, encumbrances, charges and other interests, except as
provided herein or pursuant to any of the Plan Documents. Each Reorganized
Debtor may operate its businesses and may use, acquire and dispose of property
free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in
all respects as if there were no pending cases under any chapter or provision of
the Bankruptcy Code, except as provided herein.
11.2 Discharge of Claims and Cancellation of Equity Interests. Except
as otherwise provided herein or in the Confirmation Order, the rights afforded
in this Reorganization Plan and the entitlement to receive payments and
distributions to be made hereunder shall discharge all existing Claims and
Interests, of any kind, nature or description whatsoever against or in each of
the Reorganizing Debtors or any of their assets or properties to the fullest
extent permitted by section 1141 of the Bankruptcy Code. Except as provided in
this Reorganization Plan, on the Effective Date, all existing Claims against
each of the Reorganizing Debtors and Equity Interests in the Reorganizing
Debtors shall be, and shall be deemed to be, discharged or canceled and each
holder (as well as trustees and agents on behalf of all such holders) of a Claim
or Equity Interest shall be precluded and enjoined from asserting against the
Reorganized Debtors, or any of their assets or properties, any Claim or Equity
Interest based upon any act or omission, transaction or other activity of any
kind or nature that occurred prior to the Confirmation Date, whether or not (i)
such holder has filed a Proof of Claim or Equity Interest, (ii) a Claim based on
such Claim or Equity Interest is Allowed, or (iii) the holder of the Claim or
Equity Interest has accepted the Reorganization Plan.
11.3 Discharge of Reorganizing Debtors. Upon the Effective Date and in
consideration of the distributions to be made hereunder, except as otherwise
expressly provided herein, each holder (as well as any trustees and agents on
behalf of each holder) of a Claim or Equity Interest of such holder shall be
deemed to have forever waived, released and discharged each of the Reorganizing
Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code,
of and from any and all Claims, Equity Interests, rights and liabilities (other
than the right to enforce the Reorganizing Debtors' or Reorganized Debtors'
obligations hereunder or under the Plan Documents) that arose prior to the
Confirmation Date, whether existing in law or equity, whether based on fraud,
contract or otherwise, liquidated or unliquidated, fixed or contingent, matured
or unmatured, known or unknown, foreseen or unforeseen, then existing or
thereafter arising, whether based in whole or in part on any act, omission or
occurrence taking place on or before the Confirmation Date. Upon the Effective
Date, all such persons shall be forever precluded and enjoined, pursuant to
section 524 of the Bankruptcy Code, from prosecuting or asserting any such
discharged Claim against or canceled Equity Interest in each of the Reorganizing
Debtors.
11.4 Binding Effect. Except as otherwise provided in section 1141(d)(3)
of the Bankruptcy Code, on and after the Confirmation Date, and subject to the
Effective Date, the provisions of this Reorganization Plan shall bind all
present and former holders of a Claim against, or Equity Interest in, the
applicable Reorganizing Debtor and its respective successors and assigns,
whether or not the Claim or Equity Interest of such holder is Impaired under
this Reorganization Plan and whether or not such holder has filed a Proof of
Claim or Equity Interest or accepted this Reorganization Plan.
11.5 Term of Injunctions or Stays. Unless otherwise provided herein,
all injunctions or stays arising under section 105 or 362 of the Bankruptcy
Code, any order entered during the Chapter 11 Cases under section 105 or 362 of
the Bankruptcy Code or otherwise, and in existence on the Confirmation Date,
shall remain in full force and effect until the later of the Effective Date and
the date indicated in such order.
11.6 Injunction Against Interference with Plan. Upon the entry of the
Confirmation Order, all holders of Claims and Equity Interests and other parties
in interest, along with their respective present and former employees, agents,
officers, directors and principals, shall be enjoined from taking any actions to
interfere with the implementation or consummation of this Reorganization Plan.
11.7 Exculpation. Notwithstanding anything herein to the contrary, as
of the Effective Date, none of (i) the Reorganizing Debtors, Reorganized
Debtors, or their respective officers, directors and employees, (ii) the
Specified Personnel, (iii) the Committee and any subcommittee thereof, (iv) the
Agent Banks, the DIP Agents, the steering committee for the holders of the
Secured Bank Claims and the Bondholders Committee, (v) the accountants,
financial advisors, investment bankers, and attorneys for the Reorganizing
Debtors or Reorganized Debtors, and (vi) the directors, officers, employees,
partners, members, agents, representatives, accountants, financial advisors,
investment bankers, attorneys or affiliates for any of the persons or entities
described in (i), (iii), (iv) or (v) of this Section 11.7 shall have or incur
any liability to any holder of a Claim or an Interest, or any other party in
interest, or any of their respective agents, employees, representatives,
financial advisors, attorneys, or affiliates, or any of their successors or
assigns, for any act or omission in connection with, relating to, or arising out
of the commencement or conduct of the Chapter 11 Cases; the liquidations of the
Liquidating Debtors listed on Exhibit 2 hereto; formulating, negotiating or
implementing the Reorganization Plan and the Heber Reorganization Plan;
formulating, negotiating or implementing the Geothermal Sale under the Heber
Reorganization Plan; the solicitation of acceptances of the Reorganization Plan
and the Heber Reorganization Plan; the pursuit of confirmation of the
Reorganization Plan and the Heber Reorganization Plan; the confirmation,
consummation or administration of the Reorganization Plan and the Heber
Reorganization Plan or the property to be distributed under the Reorganization
Plan and the Heber Reorganization Plan, except for their gross negligence or
willful misconduct, and in all respects shall be entitled to rely upon the
advice of counsel with respect to their duties and responsibilities under the
Reorganization Plan.
11.8 Rights of Action. (a) On and after the Effective Date, and except
as may otherwise be agreed to by the Reorganizing Debtors or as provided in this
Reorganization Plan, the Reorganized Debtors will retain and have the exclusive
right to enforce any and all present or future rights, claims or causes of
action against any Person (other than holders of Unsecured Claims against the
Reorganizing Debtors) and rights of the Reorganizing Debtors that arose before
or after the applicable Petition Date, including, but not limited to, rights,
claims, causes of action, avoiding powers, suits and proceedings arising under
sections 544, 545, 548, 549, 550 and 553 of the Bankruptcy Code. The Reorganized
Debtors may pursue, abandon, settle or release any or all such rights of action,
as they deem appropriate, without the need to obtain approval or any other or
further relief from the Court. The Reorganized Debtors may, in their discretion,
offset any such claim held against a Person against any payment due such Person
under this Reorganization Plan; provided, however, that any claims of any of the
Reorganizing Debtors arising before the applicable Petition Date shall first be
offset against Claims against any of the Reorganized Debtors arising before the
applicable Petition Date.
(b) On and after the Effective Date, the counsel for the Committee
shall serve as Class 6 Representative for purpose of evaluating the Class 6
Litigation Claims. The Class 6 Representative shall have the exclusive right to
enforce any such Class 6 Litigation Claim as it deems appropriate to be brought.
On and after the Effective Date, the Reorganizing Debtors shall be responsible
for payment of reasonable legal fees and expenses to the Class 6 Representative
incurred in connection with the evaluation and enforcement of any such Class 6
Litigation Claims in an amount up to $150,000, subject to order of the Court;
provided, however, that reasonable fees and expenses incurred by the Class 6
Representative in excess of $150,000 may be recovered, subject to order of the
Court, from the proceeds of any settlement or recoveries received in connection
with any such Class 6 Litigation Claim.
11.9 Injunction. Upon the Effective Date with respect to the
Reorganization Plan and except as otherwise provided herein or in the
Confirmation Order, all persons who have held, hold, or may hold Claims against
or Equity Interests in the Reorganizing Debtors, Heber Debtors or Liquidating
Debtors, and all other parties in interest in the Chapter 11 Cases, along with
their respective present or former employees, agents, officers, directors or
principals, shall be permanently enjoined on and after the Effective Date from
directly or indirectly (i) commencing or continuing in any manner any action or
other proceeding of any kind to collect or recover any property on account of
any such Claim or Equity Interest against any such Reorganizing Debtor,
Reorganized Debtors, or Person entitled to exculpation under Section 11.7
hereof, (ii) enforcing, attaching, collecting or recovering by any manner or
means of any judgment, award, decree, or order to collect or recover any
property on account of any such Claim or Equity Interest against any such
Reorganizing Debtor or Reorganized Debtors, (iii) creating, perfecting, or
enforcing any encumbrance of any kind against any such Reorganizing Debtor or
Reorganized Debtor on account of such Claim or Equity Interest, (iv) except for
recoupment, asserting any right of setoff or subrogation of any kind against any
obligation due any such Reorganizing Debtor or Reorganized Debtor or against the
property or interests in property of any such Reorganizing Debtor or Reorganized
Debtor on account of any such Claim or Equity Interest, (v) commencing or
continuing any action against the Reorganized Debtors in any manner or forum in
respect of such Claim or Equity Interest that does not comply or is inconsistent
with the Reorganization Plan, and (vi) taking any actions to interfere with the
implementation or consummation of this Reorganization Plan; provided that
nothing herein shall prohibit any holder of a Claim from prosecuting a properly
completed and filed proof of claim in the Chapter 11 Cases. In no event shall
the Reorganized Debtors or any Person entitled to exculpation under Section 11.7
hereof have any liability or obligation for any Claim against or Equity Interest
in any of the Reorganizing Debtors arising prior to the Effective Date, other
than in accordance with the provisions of this Reorganization Plan. In addition,
except as otherwise provided in this Reorganization Plan or the Confirmation
Order, on and after the Effective Date, any individual, firm, corporation,
limited liability company, partnership, company, trust or other entity,
including any successor of such entity, shall be permanently enjoined from
commencing or continuing in any manner, any litigation against the Reorganized
Debtors or any Person entitled to exculpation under Section 11.7 hereof on
account of or in respect of any of the Reorganizing Debtors' prepetition
liabilities or other liabilities satisfied pursuant to this Reorganization Plan.
By accepting Distributions pursuant to this Reorganization Plan, each holder of
an Allowed Claim or Allowed Equity Interest receiving Distributions pursuant to
the Reorganization Plan will be deemed to have specifically consented to the
injunctions set forth in this Section 11.9.
11.10 Release. As of the Effective Date, the Reorganizing Debtors, on
behalf of themselves and their Estates, shall be deemed to release
unconditionally all claims, obligations, suits, judgments, damages, rights,
causes of action, and liabilities whatsoever, against the Reorganizing Debtors'
present or former officers, directors, employees, partners, members, advisors,
attorneys, financial advisors, accountants, investment bankers and other
professionals, and the Committee's members, advisors, attorneys, financial
advisors, investment bankers, accountants and other professionals, in each case
whether known or unknown, foreseen or unforeseen, existing or hereafter arising,
in law, equity or otherwise, based in whole or in part upon actions taken with
respect to any omission, transaction, event, or other occurrence taking place on
or prior to the Effective Date in any way relating to the Reorganizing Debtors,
the Liquidating Debtors, the Heber Debtors, the Chapter 11 Cases, the Heber
Reorganization Plan, the Liquidation Plan or the Reorganization Plan.
ARTICLE XII
RETENTION OF JURISDICTION
12.1 Jurisdiction of Court. The Court shall retain exclusive
jurisdiction of all matters arising under, arising out of, or related to, the
Chapter 11 Cases and this Reorganization Plan pursuant to, and for the purposes
of, sections 105(a) and 1142 of the Bankruptcy Code and for, among other things,
the following non-exclusive purposes:
(a) to determine the allowance or classification of Claims and to
hear and determine any objections thereto;
(b) to hear and determine any motions for the assumption,
assumption and assignment or rejection of executory contracts or unexpired
leases, and the allowance of any Claims resulting therefrom;
(c) to determine any and all motions, adversary proceedings,
applications, contested matters and other litigated matters in connection with
the Chapter 11 Cases that may be pending in the Court on, or initiated after,
the Effective Date;
(d) to enter and implement such orders as may be appropriate in the
event the Confirmation Order is for any reason stayed, revoked, modified, or
vacated;
(e) to issue such orders in aid of the execution, implementation
and consummation of this Reorganization Plan to the extent authorized by section
1142 of the Bankruptcy Code or otherwise;
(f) to construe and take any action to enforce this Reorganization
Plan;
(g) to reconcile any inconsistency in any order of the Court,
including, without limitation, the Confirmation Order;
(h) to modify the Reorganization Plan pursuant to section 1127 of
the Bankruptcy Code, or to remedy any apparent non-material defect or omission
in this Reorganization Plan, or to reconcile any non-material inconsistency in
the Reorganization Plan so as to carry out its intent and purposes;
(i) to hear and determine all applications for compensation and
reimbursement of expenses of professionals under sections 330, 331, and 503(b)
of the Bankruptcy Code;
(j) to determine any other requests for payment of Priority Tax
Claims, Priority Non-Tax Claims or Administrative Expense Claims;
(k) to hear and determine disputes arising in connection with the
interpretation, implementation, or enforcement of this Reorganization Plan;
(l) to hear and determine all matters relating to the 9.25%
Debentures Adversary Proceeding, including any disputes arising in connection
with the interpretation, implementation or enforcement of any settlement
agreement related thereto;
(m) to consider and act on the compromise and settlement or payment
of any Claim against the Reorganizing Debtors;
(n) to recover all assets of Reorganizing Debtors and property of
the Estates, wherever located;
(o) to determine all questions and disputes regarding title to the
assets of the Reorganizing Debtors or their Estates;
(p) to issue injunctions, enter and implement other orders or to
take such other actions as may be necessary or appropriate to restrain
interference by any entity with the consummation, implementation or enforcement
of the Reorganization Plan or the Confirmation Order;
(q) to remedy any breach or default occurring under this
Reorganization Plan;
(r) to resolve and finally determine all disputes that may relate
to, impact on or arise in connection with, this Reorganization Plan;
(s) to hear and determine matters concerning state, local, and
federal taxes for any period of time, including, without limitation, pursuant to
sections 346, 505, 1129 and 1146 of the Bankruptcy Code (including any requests
for expedited determinations under section 505(b) of the Bankruptcy Code filed,
or to be filed, with respect to tax returns for any and all taxable periods
ending after each of the applicable Petition Dates through, and including, the
final Distribution Date);
(t) to determine such other matters and for such other purposes as
may be provided in the Confirmation Order;
(u) to hear any other matter consistent with the provisions of the
Bankruptcy Code; and
(v) to enter a final decree closing the Chapter 11 Cases.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
13.1 Deletion of Classes and Subclasses. Any class or subclass of
Claims that does not contain as an element thereof an Allowed Claim or a Claim
temporarily allowed under Bankruptcy Rule 3018 as of the date of the
commencement of the Confirmation Hearing shall be deemed deleted from this
Reorganization Plan for purposes of voting to accept or reject this
Reorganization Plan and for purposes of determining acceptance or rejection of
this Reorganization Plan by such class or subclass under section 1129(a)(8) of
the Bankruptcy Code.
13.2 Dissolution of the Committee. On the Effective Date, the Committee
shall be dissolved and the members thereof shall be released and discharged of
and from all further authority, duties, responsibilities, and obligations
related to and arising from and in connection with the Chapter 11 Cases, and the
retention or employment of the Committee's attorneys, accountants, and other
agents, shall terminate except as otherwise expressly authorized pursuant to
this Reorganization Plan.
13.3 Effectuating Documents and Further Transactions. The chief
executive officer of each of the Reorganizing Debtors, or his or her designee,
shall be authorized to execute, deliver, file, or record such contracts,
instruments, releases and other agreements or documents and take such actions on
behalf of the Reorganizing Debtors as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of this Reorganization
Plan, without any further action by or approval of the Board of Directors or
other governing body of the Reorganizing Debtors.
13.4 Payment of Statutory Fees. All fees payable pursuant to section
1930 of Title 28 of the United States Code shall be paid through the entry of a
final decree closing these cases. Unless relieved of any of the obligation to
pay the United States Trustee Fees by further order of the Court, the
Reorganizing Debtors or Reorganized Debtors shall timely pay the United States
Trustee Fees, and after the Confirmation Date, the Reorganized Debtors shall
file with the Court and serve on the United States Trustee a quarterly
disbursement report for each quarter, or portion thereof, until a final decree
closing the Chapter 11 Cases has been entered, or the Chapter 11 Cases dismissed
or converted to another chapter, in a format prescribed by and provided by the
United States Trustee.
13.5 Modification of Plan. Subject to the provisions of Section 5.5 of
this Reorganization Plan, the Reorganizing Debtors reserve the right, in
accordance with the Bankruptcy Code and the Bankruptcy Rules, to amend or modify
this Reorganization Plan at any time prior to the entry of the Confirmation
Order. Additionally, the Reorganizing Debtors reserve the right to alter, amend,
modify, revoke or withdraw the Reorganization Plan as it applies to any
particular Reorganizing Debtor on or prior to the Confirmation Date.
Additionally, the Reorganizing Debtors reserve the right to seek confirmation of
the Reorganization Plan or a separate reorganization plan with substantially
similar terms with respect to only certain of the Reorganized Debtors, and to
alter, amend, modify, revoke or withdraw the Reorganization Plan, in whole or in
part, for such purpose.
Additionally, the Reorganizing Debtors reserve their rights to
redesignate Debtors as Reorganizing Debtors, Heber Debtors or Liquidating
Debtors at any time prior to ten (10) days prior to the Confirmation Hearing.
Holders of Claims or Equity Interests who are entitled to vote on the
Reorganization Plan, the Heber Reorganization Plan or Liquidation Plan and who
are affected by any such redesignation shall have five (5) days from the notice
of such redesignation to vote to accept or reject the Reorganization Plan, the
Heber Reorganization Plan or the Liquidation Plan, as the case may be. The
Reorganizing Debtors also reserve the right to withdraw prior to the
Confirmation Hearing one or more Reorganizing Debtors from the Reorganization
Plan, and to thereafter file a plan solely with respect to such Debtor or
Debtors.
After the entry of the Confirmation Order, the Reorganizing
Debtors may, upon order of the Court, amend or modify this Reorganization Plan,
in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect
or omission or reconcile any inconsistency in this Reorganization Plan in such
manner as may be necessary to carry out the purpose and intent of this
Reorganization Plan. A holder of an Allowed Claim or Allowed Equity Interest
that is deemed to have accepted this Reorganization Plan shall be deemed to have
accepted this Reorganization Plan as modified if the proposed modification does
not materially and adversely change the treatment of the Claim or Equity
Interest of such holder.
13.6 Courts of Competent Jurisdiction. If the Court abstains from
exercising, or declines to exercise, jurisdiction or is otherwise without
jurisdiction over any matter arising out of this Reorganization Plan, such
abstention, refusal or failure of jurisdiction shall have no effect upon and
shall not control, prohibit or limit the exercise of jurisdiction by any other
Court having competent jurisdiction with respect to such matter.
13.7 Exemption From Transfer Taxes. Pursuant to section 1146(c) of the
Bankruptcy Code, the issuance, transfer or exchange of notes or equity
securities under or in connection with the Reorganization Plan, the creation of
any mortgage, deed of trust or other security interest, the making or assignment
of any lease or sublease, or the making or delivery of any deed or other
instrument of transfer under, in furtherance of, or in connection with the
Reorganization Plan, including any merger agreements or agreements of
consolidation, deeds, bills of sale or assignments executed in connection with
any of the transactions contemplated under the Reorganization Plan, shall not be
subject to any stamp, real estate transfer, mortgage recording or other similar
tax.
13.8 Rules of Construction. For purposes of this Reorganization Plan,
the following rules of interpretation apply:
(a) The words "herein," "hereof," "hereto," "hereunder" and others
of similar import refer to this Reorganization Plan as a whole and not to any
particular Section, subsection, or clause contained in this Reorganization Plan;
(b) Wherever from the context it appears appropriate, each term
stated in either the singular or the plural shall include the singular and the
plural and pronouns stated in the masculine, feminine or neuter gender shall
include the masculine, the feminine and the neuter;
(c) Any reference in this Reorganization Plan to a contract,
instrument, release, indenture or other agreement or document being in a
particular form or on particular terms and conditions means that such document
shall be substantially in such form or substantially on such terms and
conditions;
(d) Any reference in this Reorganization Plan to an existing
document or exhibit filed or to be filed means such document or exhibit, as it
may have been or may be amended, modified or supplemented;
(e) Unless otherwise specified, all references in this
Reorganization Plan to Sections, Articles, Schedules and Exhibits are references
to Sections, Articles, Schedules and Exhibits of or to this Reorganization Plan;
(f) Captions and headings to Articles and Sections are inserted
for convenience of reference only are not intended to be a part of or to affect
the interpretation of this Reorganization Plan; and
(g) Unless otherwise expressly provided, the rules of construction
set forth in section 102 of the Bankruptcy Code and in the Bankruptcy Rules
shall apply to this Reorganization Plan.
13.9 Computation of Time. In computing any period of time prescribed or
allowed by this Reorganization Plan, unless otherwise expressly provided, the
provisions of Bankruptcy Rule 9006 shall apply.
13.10 Successors and Assigns. The rights, benefits and obligations of
any entity named or referred to in the Reorganization Plan shall be bind on, and
shall inure to the benefit of, any heir, executor, administrator, successor or
assign of such entity.
13.11 Notices. Any notices to or requests of the Reorganizing Debtors
by parties in interest under or in connection with this Reorganization Plan
shall be in writing and served either by (a) certified mail, return receipt
requested, postage prepaid, (b) hand delivery, or (c) reputable overnight
delivery service, all charges prepaid, and shall be deemed to have been given
when received by the following parties:
Covanta Energy Corporation
c/o CLEARY GOTTLIEB STEEN & HAMILTON
One Liberty Plaza
New York, New York 10006
Attn: Deborah M. Buell, Esq.
James L. Bromley, Esq.
and
Covanta Energy Corporation
c/o JENNER & BLOCK, LLC
One IBM Plaza
Chicago, Illinois 60611-7603
Attn: Vincent E. Lazar, Esq.
13.12 Severability. If, prior to the Confirmation Date, any term or
provision of this Reorganization Plan is determined by the Court to be invalid,
void or unenforceable, the Court will have the power to alter and interpret such
term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held
to be invalid, void or unenforceable, and such term or provision will then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions of this
Reorganization Plan will remain in full force and effect and will in no way be
affected, impaired or invalidated by such holding alteration or interpretation.
The Confirmation Order will constitute a judicial interpretation that each term
and provision of this Reorganization Plan, as it may have been altered or
interpreted in accordance with the forgoing, is valid and enforceable pursuant
to its terms. Additionally, if the Court determines that the Reorganization
Plan, as it applies to any particular Reorganizing Debtor, is not confirmable
pursuant to section 1129 of the Bankruptcy Code (and cannot be altered or
interpreted in a way that makes it confirmable), such determination shall not
limit or affect (a) the confirmability of the Reorganization Plan as it applies
to any other Reorganizing Debtor or (b) the Reorganizing Debtors' ability to
modify the Reorganization Plan, as it applies to any particular Reorganizing
Debtor, to satisfy the confirmation requirements of section 1129 of the
Bankruptcy Code.
13.13 Governing Law. Except to the extent the Bankruptcy Code or
Bankruptcy Rules are applicable, the rights and obligations arising under this
Reorganization Plan shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
13.14 Exhibits. All Exhibits and Schedules to this Reorganization Plan
are incorporated into and are a part of this Reorganization Plan as if set forth
in full herein.
13.15 Counterparts. This Reorganization Plan may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement.
Dated: October 3, 2003
COVANTA ENERGY CORPORATION
By: /s/ Scott G. Mackin
------------------------------------
COVANTA ACQUISITION, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ALEXANDRIA/ARLINGTON, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA BABYLON, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA BESSEMER, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA BRISTOL, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA CUNNINGHAM ENVIRONMENTAL
SUPPORT SERVICES, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ENERGY AMERICAS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ENERGY CONSTRUCTION, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ENERGY GROUP, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ENERGY INTERNATIONAL, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ENERGY RESOURCE CORP.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ENERGY SERVICES OF NEW
JERSEY, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ENERGY SERVICES, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ENERGY WEST, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ENGINEERING SERVICES, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA FAIRFAX, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA GEOTHERMAL OPERATIONS
HOLDINGS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA GEOTHERMAL OPERATIONS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HEBER FIELD ENERGY, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HENNEPIN ENERGY RESOURCE
CO., L.P.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HILLSBOROUGH, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HONOLULU RESOURCE RECOVERY
VENTURE
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HUNTINGTON LIMITED PARTNERSHIP
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HUNTINGTON RESOURCE RECOVERY
ONE CORP.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HUNTINGTON RESOURCE RECOVERY
SEVEN CORP.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HUNTSVILLE, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HYDRO ENERGY, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HYDRO OPERATIONS WEST, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA HYDRO OPERATIONS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA IMPERIAL POWER SERVICES, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA INDIANAPOLIS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA KENT, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA LAKE, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA LANCASTER, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA LEE, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA LONG ISLAND, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA MARION LAND CORP.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA MARION, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA MID-CONN, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA MONTGOMERY, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA NEW MARTINSVILLE
HYDRO-OPERATIONS CORP.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA OAHU WASTE ENERGY RECOVERY, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ONONDAGA FIVE CORP.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ONONDAGA FOUR CORP.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ONONDAGA LIMITED PARTNERSHIP
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ONONDAGA OPERATIONS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ONONDAGA THREE CORP.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ONONDAGA TWO CORP.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA ONONDAGA, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA OPERATIONS OF UNION, LLC
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA OPW ASSOCIATES, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA OPWH, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA PASCO, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA POWER EQUITY CORP.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA POWER INTERNATIONAL
HOLDINGS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA PROJECTS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA PROJECTS OF HAWAII, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA PROJECTS OF WALLINGFORD, L.P.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA RRS HOLDINGS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA SECURE SERVICES, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA SIGC GEOTHERMAL OPERATIONS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA STANISLAUS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA SYSTEMS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA TAMPA BAY, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA UNION, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA WALLINGFORD ASSOCIATES, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA WASTE TO ENERGY OF ITALY, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA WASTE TO ENERGY, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA WATER HOLDINGS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA WATER SYSTEMS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
COVANTA WATER TREATMENT SERVICES, INC.
By: /s/ Scott G. Mackin
-----------------------------------
DSS ENVIRONMENTAL, INC.
By: /s/ Scott G. Mackin
-----------------------------------
ERC ENERGY II, INC.
By: /s/ Scott G. Mackin
-----------------------------------
ERC ENERGY, INC.
By: /s/ Scott G. Mackin
-----------------------------------
HEBER FIELD ENERGY II, INC.
By: /s/ Scott G. Mackin
-----------------------------------
HEBER LOAN PARTNERS
By: /s/ Scott G. Mackin
-----------------------------------
OPI QUEZON INC.
By: /s/ Scott G. Mackin
-----------------------------------
THREE MOUNTAIN OPERATIONS, INC.
By: /s/ Scott G. Mackin
-----------------------------------
THREE MOUNTAIN POWER, LLC
-----------------------------------
By: /s/ Scott G. Mackin
EXHIBIT 1 TO REORGANIZATION PLAN
SCHEDULE OF REORGANIZING DEBTORS
Operating Company Debtors
Debtor Case Number
Covanta Alexandria/Arlington, Inc. 02-40929 (CB)
Covanta Babylon, Inc. 02-40928 (CB)
Covanta Bessemer, Inc. 02-40862 (CB)
Covanta Bristol, Inc. 02-40930 (CB)
Covanta Cunningham Environmental Support Services, Inc. 02-40863 (CB)
Covanta Energy Americas, Inc. 02-40881 (CB)
Covanta Energy Construction, Inc. 02-40870 (CB)
Covanta Energy Resource Corp. 02-40915 (CB)
Covanta Engineering Services, Inc. 02-40898 (CB)
Covanta Fairfax, Inc. 02-40931 (CB)
Covanta Geothermal Operations, Inc. 02-40872 (CB)
Covanta Heber Field Energy, Inc. 02-40893 (CB)
Covanta Hennepin Energy Resource Co., L.P. 02-40906 (CB)
Covanta Hillsborough, Inc. 02-40932 (CB)
Covanta Honolulu Resource Recovery Venture 02-40905 (CB)
Covanta Huntington Limited Partnership 02-40916 (CB)
Covanta Huntington Resource Recovery One Corp. 02-40919 (CB)
Covanta Huntington Resource Recovery Seven Corp. 02-40920 (CB)
Covanta Huntsville, Inc. 02-40933 (CB)
Covanta Hydro Energy, Inc. 02-40894 (CB)
Covanta Hydro Operations West, Inc. 02-40875 (CB)
Covanta Hydro Operations, Inc. 02-40874 (CB)
Covanta Imperial Power Services, Inc. 02-40876 (CB)
Covanta Indianapolis, Inc. 02-40934 (CB)
Covanta Kent, Inc. 02-40935 (CB)
Covanta Lake, Inc. 02-40936 (CB)
Covanta Lancaster, Inc. 02-40937 (CB)
Covanta Lee, Inc. 02-40938 (CB)
Covanta Long Island, Inc. 02-40917 (CB)
Covanta Marion Land Corp. 02-40940 (CB)
Covanta Marion, Inc. 02-40939 (CB)
Covanta Mid-Conn, Inc. 02-40911 (CB)
Covanta Montgomery, Inc. 02-40941 (CB)
Covanta New Martinsville Hydro-Operations Corp. 02-40877 (CB)
Covanta Oahu Waste Energy Recovery, Inc. 02-40912 (CB)
Covanta Onondaga Five Corp. 02-40926 (CB)
Covanta Onondaga Four Corp. 02-40925 (CB)
Covanta Onondaga Limited Partnership 02-40921 (CB)
Covanta Onondaga Operations, Inc. 02-40927 (CB)
Covanta Onondaga Three Corp. 02-40924 (CB)
Covanta Onondaga Two Corp. 02-40923 (CB)
Covanta Onondaga, Inc. 02-40922 (CB)
Covanta Operations of Union, LLC 02-40909 (CB)
Covanta OPW Associates, Inc. 02-40908 (CB)
Covanta OPWH, Inc. 02-40907 (CB)
Covanta Pasco, Inc. 02-40943 (CB)
Covanta Projects of Hawaii, Inc. 02-40913 (CB)
Covanta Projects of Wallingford, L.P. 02-40903 (CB)
Covanta Secure Services, Inc. 02-40901 (CB)
Covanta SIGC Geothermal Operations, Inc. 02-40883 (CB)
Covanta Stanislaus, Inc. 02-40944 (CB)
Covanta Tampa Bay, Inc. 02-40865 (CB)
Covanta Union, Inc. 02-40946 (CB)
Covanta Wallingford Associates, Inc. 02-40914 (CB)
Covanta Waste to Energy of Italy, Inc. 02-40902 (CB)
Covanta Water Treatment Services, Inc. 02-40868 (CB)
DSS Environmental, Inc. 02-40869 (CB)
ERC Energy II, Inc. 02-40890 (CB)
ERC Energy, Inc. 02-40891 (CB)
Heber Field Energy II, Inc. 02-40892 (CB)
Heber Loan Partners 02-40889 (CB)
OPI Quezon, Inc. 02-40860 (CB)
Three Mountain Operations, Inc. 02-40879 (CB)
Three Mountain Power, LLC 02-40880 (CB)
Covanta and Intermediate Holding Company Debtors
Debtor Case Number
Covanta Energy Corporation 02-40841(CB)
Covanta Acquisition, Inc. 02-40861(CB)
Covanta Energy Group, Inc. 03-13707(CB)
Covanta Energy International, Inc. 03-13706(CB)
Covanta Energy West, Inc. 02-40871(CB)
Covanta Power Equity Corp. 02-40895(CB)
Covanta Power International Holdings, Inc. 03-13708(CB)
Covanta Projects, Inc. 03-13709(CB)
Covanta Systems, Inc. 02-40948(CB)
Covanta Waste to Energy, Inc. 02-40949(CB)
Covanta Water Holdings, Inc. 02-40866(CB)
Covanta Water Systems, Inc. 02-40867(CB)
Covanta Geothermal Operations Holdings, Inc. 02-40873(CB)
Covanta RRS Holdings, Inc. 02-40910(CB)
Covanta Energy Services, Inc. 02-40899(CB)
Covanta Energy Services of New Jersey, Inc. 02-40900(CB)
EXHIBIT 2 TO REORGANIZATION PLAN
LIST OF LIQUIDATING DEBTORS
Liquidating Debtor Case Number
Alpine Food Products, Inc. 03-13679 (CB)
BDC Liquidating Corp. 03-13681 (CB)
Bouldin Development Corp. 03-13680 (CB)
Covanta Concerts Holdings, Inc. 02-16322 (CB)
Covanta Energy Sao Jeronimo, Inc. 02-40854 (CB)
Covanta Equity of Alexandria/Arlington, Inc. 03-13682 (CB)
Covanta Equity of Stanislaus, Inc. 03-13683 (CB)
Covanta Financial Services, Inc. 02-40947 (CB)
Covanta Huntington, Inc. 02-40918 (CB)
Covanta Key Largo, Inc. 02-40864 (CB)
Covanta Northwest Puerto Rico, Inc. 02-40942 (CB)
Covanta Oil & Gas, Inc. 02-40878 (CB)
Covanta Power Development of Bolivia, Inc. 02-40856 (CB)
Covanta Power Development, Inc. 02-40855 (CB)
Covanta Secure Services USA, Inc. 02-40896 (CB)
Covanta Tulsa, Inc. 02-40945 (CB)
Covanta Waste Solutions, Inc. 02-40897 (CB)
Doggie Diner, Inc. 03-13684 (CB)
Gulf Coast Catering Company, Inc. 03-13685 (CB)
J.R. Jack's Construction Corporation 02-40857 (CB)
Lenzar Electro-Optics, Inc. 02-40832 (CB)
Logistics Operations, Inc. 03-13688 (CB)
Offshore Food Service, Inc. 03-13694 (CB)
OFS Equity of Alexandria/Arlington, Inc. 03-13687 (CB)
OFS Equity of Babylon, Inc. 03-13690 (CB)
OFS Equity of Delaware, Inc. 03-13689 (CB)
OFS Equity of Huntington, Inc. 03-13691 (CB)
OFS Equity of Indianapolis, Inc. 03-13693 (CB)
OFS Equity of Stanislaus, Inc. 03-13692 (CB)
Ogden Allied Abatement & Decontamination Service, Inc. 02-40827 (CB)
Ogden Allied Maintenance Corp. 02-40828 (CB)
Ogden Allied Payroll Services, Inc. 02-40835 (CB)
Ogden Attractions, Inc. 02-40836 (CB)
Ogden Aviation Distributing Corp. 02-40829 (CB)
Ogden Aviation Fueling Company of Virginia, Inc. 02-40837 (CB)
Ogden Aviation Security Services of Indiana, Inc. 03-13695 (CB)
Ogden Aviation Service Company of Colorado, Inc. 02-40839 (CB)
Ogden Aviation Service Company of Pennsylvania, Inc. 02-40834 (CB)
Ogden Aviation Service International Corporation 02-40830 (CB)
Ogden Aviation Terminal Services, Inc. 03-13696 (CB)
Ogden Aviation, Inc. 02-40838 (CB)
Ogden Cargo Spain, Inc. 02-40843 (CB)
Ogden Central and South America, Inc. 02-40844 (CB)
Ogden Cisco, Inc. 03-13698 (CB)
Ogden Communications, Inc. 03-13697 (CB)
Ogden Constructors, Inc. 02-40858 (CB)
Ogden Environmental & Energy Services Co., Inc. 02-40859 (CB)
Ogden Facility Holdings, Inc. 02-40845 (CB)
Ogden Facility Management Corporation of Anaheim 02-40846 (CB)
Ogden Facility Management Corporation of West Virginia 03-13699 (CB)
Ogden Film and Theatre, Inc. 02-40847 (CB)
Ogden Firehole Entertainment Corp. 02-40848 (CB)
Ogden Food Service Corporation of Milwaukee, Inc. 03-13701 (CB)
Ogden International Europe, Inc. 02-40849 (CB)
Ogden Leisure, Inc. 03-13700 (CB)
Ogden Management Services, Inc. 03-13702 (CB)
Ogden New York Services, Inc. 02-40826 (CB)
Ogden Pipeline Service Corporation 03-13704 (CB)
Ogden Services Corporation 02-40850 (CB)
Ogden Support Services, Inc. 02-40851 (CB)
Ogden Technology Services Corporation 03-13703 (CB)
Ogden Transition Corporation 03-13705 (CB)
PA Aviation Fuel Holdings, Inc. 02-40852 (CB)
Philadelphia Fuel Facilities Corporation 02-40853 (CB)
EXHIBIT 3 TO REORGANIZATION PLAN
LIST OF REORGANIZING DEBTORS FILING ON
INITIAL PETITION DATE AND SUBSEQUENT PETITION DATE
Schedule of Reorganizing Debtors Filing on April 1, 2002
(the Initial Petition Date)
Reorganizing Debtor Case Number
Covanta Acquisition, Inc. 02-40861 (CB)
Covanta Alexandria/Arlington, Inc. 02-40929 (CB)
Covanta Babylon, Inc. 02-40928 (CB)
Covanta Bessemer, Inc. 02-40862 (CB)
Covanta Bristol, Inc. 02-40930 (CB)
Covanta Cunningham Environmental Support Services, Inc. 02-40863 (CB)
Covanta Energy Americas, Inc. 02-40881 (CB)
Covanta Energy Construction, Inc. 02-40870 (CB)
Covanta Energy Corporation 02-40841 (CB)
Covanta Energy Resource Corp. 02-40915 (CB)
Covanta Energy Services of New Jersey, Inc. 02-40900 (CB)
Covanta Energy Services, Inc. 02-40899 (CB)
Covanta Energy West, Inc. 02-40871 (CB)
Covanta Engineering Services, Inc. 02-40898 (CB)
Covanta Fairfax, Inc. 02-40931 (CB)
Covanta Geothermal Operations Holdings, Inc. 02-40873 (CB)
Covanta Geothermal Operations, Inc. 02-40872 (CB)
Covanta Heber Field Energy, Inc. 02-40893 (CB)
Covanta Hennepin Energy Resource Co., L.P. 02-40906 (CB)
Covanta Hillsborough, Inc. 02-40932 (CB)
Covanta Honolulu Resource Recovery Venture 02-40905 (CB)
Covanta Huntington Limited Partnership 02-40916 (CB)
Covanta Huntington Resource Recovery One Corp. 02-40919 (CB)
Covanta Huntington Resource Recovery Seven Corp. 02-40920 (CB)
Covanta Huntsville, Inc. 02-40933 (CB)
Covanta Hydro Energy, Inc. 02-40894 (CB)
Covanta Hydro Operations West, Inc. 02-40875 (CB)
Covanta Hydro Operations, Inc. 02-40874 (CB)
Covanta Imperial Power Services, Inc. 02-40876 (CB)
Covanta Indianapolis, Inc. 02-40934 (CB)
Covanta Kent, Inc. 02-40935 (CB)
Covanta Lake, Inc. 02-40936 (CB)
Covanta Lancaster, Inc. 02-40937 (CB)
Covanta Lee, Inc. 02-40938 (CB)
Covanta Long Island, Inc. 02-40917 (CB)
Covanta Marion Land Corp. 02-40940 (CB)
Covanta Marion, Inc. 02-40939 (CB)
Covanta Mid-Conn, Inc. 02-40911 (CB)
Covanta Montgomery, Inc. 02-40941 (CB)
Covanta New Martinsville Hydro-Operations Corp. 02-40877 (CB)
Covanta Oahu Waste Energy Recovery, Inc. 02-40912 (CB)
Covanta Onondaga Five Corp. 02-40926 (CB)
Covanta Onondaga Four Corp. 02-40925 (CB)
Covanta Onondaga Limited Partnership 02-40921 (CB)
Covanta Onondaga Operations, Inc. 02-40927 (CB)
Covanta Onondaga Three Corp. 02-40924 (CB)
Covanta Onondaga Two Corp. 02-40923 (CB)
Covanta Onondaga, Inc. 02-40922 (CB)
Covanta Operations of Union, LLC 02-40909 (CB)
Covanta OPW Associates, Inc. 02-40908 (CB)
Covanta OPWH, Inc. 02-40907 (CB)
Covanta Pasco, Inc. 02-40943 (CB)
Covanta Power Equity Corp. 02-40895 (CB)
Covanta Projects of Hawaii, Inc. 02-40913 (CB)
Covanta Projects of Wallingford, L.P. 02-40903 (CB)
Covanta RRS Holdings, Inc. 02-40910 (CB)
Covanta Secure Services, Inc. 02-40901 (CB)
Covanta SIGC Geothermal Operations, Inc. 02-40883 (CB)
Covanta Stanislaus, Inc. 02-40944 (CB)
Covanta Systems, Inc. 02-40948 (CB)
Covanta Tampa Bay, Inc. 02-40865 (CB)
Covanta Union, Inc. 02-40946 (CB)
Covanta Wallingford Associates, Inc. 02-40914 (CB)
Covanta Waste to Energy of Italy, Inc. 02-40902 (CB)
Covanta Waste to Energy, Inc. 02-40949 (CB)
Covanta Water Holdings, Inc. 02-40866 (CB)
Covanta Water Systems, Inc. 02-40867 (CB)
Covanta Water Treatment Services, Inc. 02-40868 (CB)
DSS Environmental, Inc. 02-40869 (CB)
ERC Energy II, Inc. 02-40890 (CB)
ERC Energy, Inc. 02-40891 (CB)
Heber Field Energy II, Inc. 02-40892 (CB)
Heber Loan Partners 02-40889 (CB)
OPI Quezon, Inc. 02-40860 (CB)
Three Mountain Operations, Inc. 02-40879 (CB)
Three Mountain Power, LLC 02-40880 (CB)
Schedule of Reorganizing Debtors Filing on June 6, 2003
(the Subsequent Petition Date)
Reorganizing Debtor Case Number
Covanta Energy International, Inc. 03-13706 (CB)
Covanta Power International Holdings, Inc. 03-13708 (CB)
Covanta Energy Group, Inc. 03-13707 (CB)
Covanta Projects, Inc. 03-13709 (CB)
EXHIBIT 5
TERMS OF THE 9.25% SETTLEMENT
The following are terms of the 9.25% Settlement that apply to
Accepting Bondholders under this Reorganization Plan with respect to the
Adversary Proceeding No. 02-03004 (the "Adversary Proceeding"), commenced by the
Official Committee of Unsecured Creditors of Covanta Energy Corporation, et al.
(the "Official Committee") against Wells Fargo Bank Minnesota, National
Association, in its capacity as Indenture Trustee (the "Indenture Trustee"), as
Defendant, and the Informal Committee of Secured Debenture Holders (the
"Informal Committee"), as Defendant-Intervenor, now pending in the Chapter 11
proceedings of Covanta Energy Corp. and its subsidiaries (the "Debtors"). Unless
otherwise indicated herein, capitalized terms used herein shall have the
meanings set forth in the Reorganization Plan.
1. Upon the entry of a Final Order confirming the Reorganization
Plan in which the 9.25% Settlement has been accepted by Accepting
Bondholders, the Official Committee shall be deemed to have
acknowledged, for those Accepting Bondholders, the validity,
priority, non-avoidability, perfection and enforceability of the
liens and claims of the Indenture Trustee for the benefit of the
Indenture Trustee and with respect to each such Accepting
Bondholder shall be deemed to have been fully released from any
right to challenge such liens.
2. Upon confirmation of the Reorganization Plan, holders of Allowed
Parent and Holding Company Unsecured Claims shall be entitled to
receive 12.5% of the first $84 million of each component of value
distributable to the Accepting Bondholders pursuant to the
Reorganization Plan (the "Settlement Distribution" as defined in
the Reorganization Plan), which entitlement shall be effectuated
under the Reorganization Plan.
3. Pursuant to the Reorganization Plan, all fees and expenses
incurred by the Official Committee relating to the Adversary
Proceeding through the Confirmation Date shall be paid by Covanta
(subject to the ordinary fee approval process of the Bankruptcy
Court), notwithstanding any prior order limiting the amount of
cash collateral authorized to be used for such fees and expenses.
4. Pursuant to the Reorganization Plan, the holders of Allowed
Parent and Holding Company Unsecured Claims shall receive (A) a
waiver by the Indenture Trustee and by the Accepting Bondholders
of (i) any deficiency claim on account of the Allowed Subclass 3B
Secured Claims held by them, and (ii) the benefits of the
subordination provisions contained in the Convertible
Subordinated Bonds, and (B) the treatment and distributions set
forth in Section 4.6(b) of the Reorganization Plan.
5. The Accepting Bondholders agree not to file, sponsor, support or
vote for any plan of reorganization or other transaction in these
Chapter 11 proceedings which does not contain all of the
substantive terms set forth herein which are designated to be
included in the Reorganization Plan, or which is in any way
substantively inconsistent with any such terms.
EXHIBIT 6 TO REORGANIZATION PLAN
Description of Settlement of Loss Sharing Litigation
Capitalized terms used herein without definition are used as defined
in the Intercreditor Agreement dated as of March 14, 2001, as amended (as so
amended, the "Intercreditor Agreement"), among Covanta Energy Corporation and
certain of its subsidiaries, the financial institutions party thereto as Opt-Out
Lenders, the financial institutions party thereto as Pooled Facility Lenders,
the Opt-Out Facility Agents, the Pooled Facility Agents, Deutsche Bank AG, New
York Branch, as Documentation Agent, and Bank of America, N.A., as Credit Agent
(collectively, Documentation Agent and Credit Agent are the "Agents").
1. Interim Reductions: Ernst & Young Corporate Finance LLC will
calculate the Realized Percentages immediately prior to (x) the
effective date (the "Plan Effective Date") of a plan of
reorganization (the "Plan of Reorganization") for Covanta and its
debtor subsidiaries (collectively, the "Debtors") in the jointly
administered voluntary bankruptcy proceedings under the
Bankruptcy Code for such Debtors initially commenced on April 1,
2002 (the "Chapter 11 Cases") and (y) giving effect to the
"pooling" transaction described in paragraph 3 below. On or about
the Plan Effective Date, the Pooled Facility Lenders and/or the
Canadian Loss Sharing Lenders will make loss sharing payments
required under Section 5.3 of the Intercreditor Agreement based
on any adjustments to the Realized Percentage that occur during
the period from June 25, 2003 to the time of such calculation.
For the avoidance of doubt, all calculations contemplated herein
of claim amounts and permanent reductions thereto shall be
determined based solely on the principal amounts of such claims.
2. Exercise of Put/Realization on Collateral: On the Plan Effective
Date CIBC, as administrative agent for the holders of the Class B
Palladium Preferred Shares, will be deemed to exercise, and
Company will be deemed on such date to accept, the put to Company
under the Class B Palladium Put Agreement, as a result of which:
a. Company shall receive the 72 million of outstanding Class B
Palladium Preferred Shares and all rights related thereto;
b. The Canadian Loss Sharing Lenders shall have an allowed
claim (the "CLSL Claim") against Company for CDN $62,000,000
in respect of 62 million of the Class B Palladium Preferred
Shares (i.e., the Class B Canadian Facility); and
c. Separate and apart from its claim as one of the Canadian
Loss Sharing Lenders, CIBC shall reserve its rights against
Company with respect to the approximately CDN $10,000,000 of
cash collateral held by CIBC and with respect to the 10
million Class B Palladium Preferred Shares that are not
included in the Class B Canadian Facility.
On the Plan Effective Date, the Canadian Loss Sharing Lenders will
apply the amount of all payments received prior to the Plan Effective
Date pursuant to Section 5.3 of the Intercreditor Agreement (i.e., CDN
$16,465,133.83 in the aggregate plus any payment(s) made pursuant to
paragraph 1 above) to reduce on a dollar-for-dollar basis the
principal amount of the CLSL Claim.
3. Exit Facility Pooling: On the Plan Effective Date, after giving
effect to all adjustments to the Realized Percentages (and all
resulting payments under Section 5.3 of the Intercreditor
Agreement) that are calculated as described in paragraph 1 above
and immediately prior to emergence of the Debtors from the
Chapter 11 Cases and distribution of any securities of Debtors in
the Plan of Reorganization to holders of Non-Priority Prepetition
Secured Claims (as defined below) (such securities being "Plan
Paper"), (i) each participant in the Tranche B Letters of Credit
and each Canadian Loss Sharing Lender (collectively, such
participants and Canadian Loss Sharing Lenders are referred to
herein as a "Pool Participant") at such time shall irrevocably
purchase, from each Pool Participant that is the issuer of a
letter of credit (each such letter of credit, a "Pooled Exit
L/C") that replaces, renews or extends on the Plan Effective Date
a Tranche B Letter of Credit outstanding immediately prior to the
Plan Effective Date(1), a participation in such Pooled Exit L/C
(and any drawings honored thereunder, to the extent not yet
reimbursed) in an amount equal to such Pool Participant's Pro
Rata Share thereof, and (ii) each Pool Participant that is a
participant in the Tranche B Letters of Credit (without giving
effect to the preceding clause (i)) at such time shall
irrevocably purchase in cash, in U.S. Dollars, from each Pool
Participant that is a Canadian Loss Sharing Lender, a portion of
the Pooled Funded Claim (as defined below) held by such Canadian
Loss Sharing Lender in an amount equal to such Pool Participant's
Pro Rata Share thereof. As used herein:
(1) the "Pro Rata Share" of a Pool Participant means the
fraction, expressed as a percentage, obtained by dividing (x) the
aggregate Pooled Funded Claim held by such Pool Participant plus
the aggregate participations held by such Pool Participant in the
Tranche B Letters of Credit replaced, renewed or extended by the
Pooled Exit L/Cs, in each case determined immediately prior to
giving effect to the purchases described in the first sentence of
this paragraph 3, by (y) the aggregate Pooled Funded Claim held
by all Pool Participants plus the aggregate participations held
by all Pool Participants in the Tranche B Letters of Credit
replaced, renewed or extended by the Pooled Exit L/Cs;
(2) the "Pooled Funded Claim" means the amount of the portion of
the outstanding principal amount of the CLSL Claim as of the Plan
Effective Date equal to the amount which would be required to be
paid to the Canadian Loss Sharing Lenders pursuant to the terms
of Section 5.3 of the Intercreditor Agreement (in addition to
amounts already paid pursuant to such Section or payable to
Canadian Loss Sharing Lenders pursuant to paragraph 1 above) if
the unfunded exposure of Pooled Facility Lenders were deemed
permanently reduced on the Plan Effective Date by an amount equal
to the amount of all Pooled Exit L/Cs, provided [that the
foregoing calculations of permanent reductions and Realized
Percentages shall be adjusted to reflect the fact that the Pooled
Facility Lenders shall receive Plan Paper on account of the Loss
Sharing Indemnity, and provided further,] that for purposes of
the "pooling" transaction and calculating the "Pro Rata Share" of
each Pool Participant as described above, the Pooled Funded Claim
shall be converted to and measured in U.S. Dollars as of the
Effective Date at the "spot" rate, and the CLSL Claim shall be
reduced on a dollar-for-dollar basis by the Canadian dollar
portion of the CLSL Claims represented by such converted Pooled
Funded Claim; and
(3) "Non-Priority Prepetition Secured Claims" means secured
claims of the Pooled Facility Lenders in existence prior to the
date of filing of the Chapter 11 Cases that are not given
priority or priority claim status in the Chapter 11 Cases or
pursuant to the Intercreditor Agreement.
- --------------------
(1) Each outstanding Tranche B Letter of Credit that has not been drawn and
reimbursed at the time this "pooling" transaction takes effect shall be
replaced, renewed or extended as a Pooled Exit L/C.
The effect of the foregoing "pooling" arrangement would be that
the Pooled Facility Lenders would purchase in cash from the
Canadian Loss Sharing Lenders their respective Pro Rata Shares of
the Pooled Funded Claim (and the Pooled Funded Claim would
thereafter be denominated in U.S. Dollars), and the Canadian Loss
Sharing Lenders and Pooled Facility Lenders would all become
lenders and participants with respect to the Pooled Exit L/Cs
(with the Canadian Loss Sharing Lenders purchasing in cash from
the Pooled Facility Lenders their respective Pro Rata Shares of
any funded amounts under Pooled Exit L/Cs that had not been
reimbursed), would be entitled to vote as lenders with respect to
the credit facility for the Pooled Exit L/Cs, would be obligated
to fund their ratable shares of any honored drawings under the
Pooled Exit L/Cs, and would receive their ratable shares of any
fees with respect to the Pooled Exit L/Cs and any interest on any
drawn amounts, all in U.S. Dollars. Company will be required to
"gross up" the Canadian Loss Sharing Lenders for any applicable
withholding tax on payments made to them following this
"pooling". The aforementioned purchase of the relevant portion of
the Pooled Funded Claim by the Pooled Facility Lenders would be
funded with the proceeds of "Tranche C Loans" under the DIP
Credit Agreement, and upon such funding all claims of the
Canadian Loss Sharing Lenders to the portion of the Pooled Funded
Claim purchased with such Tranche C Loans would thereupon be
released and waived, with such Tranche C Loans being substituted
therefor.
An example of the effect of the foregoing "pooling" arrangement
is set forth on Schedule I annexed hereto, assuming the facts set
forth in such Schedule.
4. Treatment of Pooled Funded Claim: On the Plan Effective Date,
following the purchase of the participations described above,
Pool Participants will be entitled to have those Tranche C Loans
made as described in paragraph 3 above and any portion of the
Pooled Funded Claim not purchased with the proceeds of Tranche C
Loans treated in the Plan of Reorganization on the same status as
Non-Priority Prepetition Secured Claims and to receive, in
consideration of such Tranche C Loans and such portion of the
Pooled Funded Claim, a ratable portion of any Plan Paper.
5. Treatment of Remaining CLSL Claim: On the Plan Effective Date,
Canadian Loss Sharing Lenders will be entitled to have the
portion of the principal amount of their CLSL Claim not
constituting the Pooled Funded Claim treated in the Plan of
Reorganization on the same status as Non-Priority Prepetition
Secured Claims and to receive, in consideration of such portion
of their CLSL Claim, a ratable portion of any Plan Paper.
6. Termination of Loss Sharing: On the Plan Effective Date, after
giving effect to consummation of the transactions described
above, (i) Section 5.3 of the Intercreditor Agreement and all
other provisions of the Intercreditor Agreement relating to the
"loss sharing" obligations of the Pooled Facility Lenders and the
Canadian Loss Sharing Lenders will terminate, (ii) each of the
Pooled Facility Lenders, on the one hand, and the Canadian Loss
Sharing Lenders, on the other hand, will release any further
existing or future claims against the other Group or against the
Agents arising under or with respect to such provisions, (iii)
the motion made in the Chapter 11 Cases by CIBC relating to the
claims of the Canadian Loss Sharing Lenders shall be deemed
dismissed with prejudice, and (iv) any "Tranche C Commitments" as
defined in the DIP Credit Agreement shall be terminated.
EXHIBIT 9.1A TO THE REORGANIZATION PLAN
LIST OF REJECTING DEBTORS
Rejecting Debtor Case Number
- ---------------- -----------
Covanta Energy Americas, Inc. 02-40881 (CB)
Covanta Energy Corporation 02-40841 (CB)
Covanta Energy International, Inc. 03-13706 (CB)
Covanta Power International Holdings, Inc. 03-13708 (CB)
Covanta Energy Group, Inc. 03-13707 (CB)
Covanta Projects, Inc. 03-13709 (CB)
EXHIBIT 9.1A(s) TO THE REORGANIZATION PLAN
REJECTING DEBTORS' SCHEDULE OF ASSUMED CONTRACTS AND LEASES
As of the Effective Date, all executory contracts and unexpired
leases to which each Rejecting Debtor is a party shall be deemed
rejected except for any executory contract or unexpired lease
that (i) has been previously assumed or rejected pursuant to a
Final Order of the Bankruptcy Court, (ii) is specifically
designated as a contract or lease on this schedule, or (iii) is
the subject of a separate motion to assume or reject filed under
section 365 of the Bankruptcy Code by the Reorganizing Debtors
prior to the Effective Date. The Rejecting Debtors reserve the
right to add or remove executory contracts and unexpired leases
to or from this schedule at any time prior to the Effective Date.
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Name of Rejecting Debtor that Name and Address Description of Contract
is the of the Counterparty
Party to the Contract (or Other Party) to the Contract
- ------------------------------------------------------------------------------------------------------------------------------------
1. Covanta Energy Americas, Inc. Aircraft Services Corporation Assignment Assumption Consent & Release, dated as of
120 Long Ridge Road December 29, 1994. 1
Stamford, CT 06927
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2. Covanta Energy Americas, Inc. Allegheny Energy Supply Co. Confidentiality and Nondisclosure Agreement, dated
10435 Downsville Pike October 12, 2001.
Hagerstown, MD 21740-1766
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3. Covanta Energy Americas, Inc. AMOR 14 Assignment Assumption Consent & Release, dated as of
4029 Ridge Top Road December 29, 1994.1
Suite 200
Fairfax, VA 22030
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4. Covanta Energy Americas, Inc. AMOR 14P Assignment Assumption Consent & Release, dated as of
4029 Ridge Top Road December 29, 1994.1
Suite 200
Fairfax, VA 22030
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5. Covanta Energy Americas, Inc. Ascom Hasler Postage Meter Rental Agreement.
19 Forest Parkway
Shelton, CT 06484-0903
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6. Covanta Energy Americas, Inc. Barclays Capital Confidentiality Agreement, dated as of March 14, 2001.
5 the North Colonnade
Canary Wharf
London E14 4BB
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7. Covanta Energy Americas, Inc. Black Hills Energy Capital Confidentiality and Nondisclosure Agreement, dated
P.O. Box 14000 2001.
Rapid City, SD 57709
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8. Covanta Energy Americas, Inc. BP Energy Company Confidentiality Agreement, dated October 17, 2001.
501 Westlake Park Boulevard
Houston, TX 77079
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9. Covanta Energy Americas, Inc. Calpine Corporation Confidentiality and Nondisclosure Agreement, dated
4160 Dublin Blvd. October 4, 2001.
Dublin, CA 94568-3139
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10. Covanta Energy Americas, Inc. Centennial Holding, Inc. Agreement relating to Second Imperial Geothermal
343 Second Street Company, dated December 29, 1994. (1)
Suite N
Los Altos, CA 94022
- -------------------
(1) This contract is assumed pursuant to the Heber Debtors' First Amended Joint
Plan of Reorganization Under Chapter 11 of the Bankruptcy Code filed on
September 24, 2003, as amended.
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11. Covanta Energy Americas, Inc. Centennial Holding, Inc. Assignment Assumption Consent & Release, dated as of
343 Second Street December 29, 1994. (1)
Suite N
Los Altos, CA 94022
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12. Covanta Energy Americas, Inc. CES Acquisition Corp. Confidentiality and Nondisclosure Agreement, dated
76 Greene Street, 4th Floor October 4, 2001.
New York, NY 10012
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13. Covanta Energy Americas, Inc. CMS Marketing Serv & Trading Confidentiality and Nondisclosure Agreement, dated
330 Town Center Drive October 25, 2001.
Suite 1100
Dearborn, MI 48126
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14. Covanta Energy Americas, Inc. Conoco Global Power Confidentiality and Nondisclosure Agreement, dated
Conoco Center October 17, 2001.
P.O. Box 2197 Houston, TX 77252-2197
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15. Covanta Energy Americas, Inc. Coral Energy, L.P. Confidentiality and Nondisclosure Agreement.
700 Fanin, Suite 700
Houston, TX 77010
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16. Covanta Energy Americas, Inc. Covanta SIGC Energy II, Inc. Agreement relating to Second Imperial Geothermal
4029 Ridge Top Road Company, dated December 29, 1994. (1)
Suite 200
Fairfax, VA 22030
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17. Covanta Energy Americas, Inc. Covanta SIGC Energy II, Inc. Assignment Assumption Consent & Release, dated as of
4029 Ridge Top Road December 29, 1994. (1)
Suite 200
Fairfax, VA 22030
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18. Covanta Energy Americas, Inc. Covanta SIGC Energy, Inc. Assignment Assumption Consent & Release, dated as of
4029 Ridge Top Road December 29, 1994. 1
Suite 200
Fairfax, VA 22030
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19. Covanta Energy Americas, Inc. Edison Mission Energy Confidentiality and Nondisclosure Agreement, dated
18101 Von Karma Ave., October 16, 2001.
Suite 200
Irvine, CA 92612
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20. Covanta Energy Americas, Inc. EPCOR Power Development Corporation Confidentiality and Nondisclosure Agreement, dated
10065 Jasper Avenue,18 Fl September 19, 2001.
Edmonton, Alberta
Canada T5J 3B1
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21. Covanta Energy Americas, Inc. Ernst & Young LLP Confidentiality Agreement, dated October 11, 2001.
1133 Avenue of the Americas
New York, NY 10036
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22. Covanta Energy Americas, Inc. FPL Energy LLC Confidentiality and Nondisclosure Agreement, dated
700 Universe Boulevard January 11, 2002.
Juno Beach, FL 33408
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23. Covanta Energy Americas, Inc. GE Capital Services Structured Confidentiality and Nondisclosure Agreement, dated
Finance Group, Inc. October 18, 2001.
120 Long Ridge Road, 3rd Fl.
Stamford, CT 06927
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24. Covanta Energy Americas, Inc. General Electric Capital Corp. Assignment Assumption Consent & Release, dated as of
P.O. Box 8300 December 29, 1994. (1)
Stamford, CT 06904
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25. Covanta Energy Americas, Inc. Global Tradelinks Confidentiality and Nondisclosure Agreement, dated
451 Pebble Beach Place February 25, 2001.
Fullerton, CA 92835
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26. Covanta Energy Americas, Inc. Horizon Power, Inc. Confidentiality and Nondisclosure Agreement, dated
10 Lafayette Square October 12, 2001.
Buffalo, NY 14203
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27. Covanta Energy Americas, Inc. Innogy America LLC Confidentiality and Nondisclosure Agreement, dated
303 East Wacker Drive October 8, 2001.
Suite 1200
Chicago, IL 60601
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28. Covanta Energy Americas, Inc. Mt. Wheeler Power, Inc. Confidentiality Agreement, dated as of June 28, 2000.
P.O. Box 1110
Ely, NV 89301
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29. Covanta Energy Americas, Inc. National Energy Systems Co. Confidentiality and Nondisclosure Agreement, dated
335 Parkplace, Suite 110 October 29, 2001.
Kirkland, WA 98033
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30. Covanta Energy Americas, Inc. OESI Power Corp Assignment Assumption Consent & Release, dated as of
4029 Ridge Top Road December 29, 1994. (1)
Suite 200
Fairfax, VA 22030
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31. Covanta Energy Americas, Inc. Ogden SIGC Geothermal Ops Assignment Assumption Consent & Release, dated as of
4029 Ridge Top Road December 29, 1994. (1)
Suite 200
Fairfax, VA 22030
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32. Covanta Energy Americas, Inc. Second Imperial Continental, Inc. Agreement relating to Second Imperial Geothermal
343 Second Street, Ste. N Company, dated December 29, 1994. (1)
Los Altos, CA 94022
- ------------------------------------------------------------------------------------------------------------------------------------
33. Covanta Energy Americas, Inc. Second Imperial Continental, Inc. Assignment Assumption Consent & Release dated as of
343 Second Street, Ste. N December 29, 1994. (1)
Los Altos, CA 94022
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34. Covanta Energy Americas, Inc. Second Imperial Geothermal Company Assignment Assumption Consent & Release, dated as of
4029 Ridge Top Road, Ste. 200 December 29, 1994. (1)
Fairfax, VA 22030
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35. Covanta Energy Americas, Inc. Unions Signatory-Project Labor Ogden Power Corporation Guaranty for the Project Labor
c/o Mark Joseph, Esq. Agreement, dated July 13, 2000.
651 Gateway Blvd., #900
South San Francisco, CA 96002
- ------------------------------------------------------------------------------------------------------------------------------------
36. Covanta Energy Americas, Inc. US Trust Co. of New York Assignment Assumption Consent & Release, dated as of
114 West 47th Street December 29, 1994. (1)
New York, NY 10036
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37. Covanta Energy Americas, Inc. Wartsila North America, Inc. PRI Premium, True-Up Agreement dated February 1, 2002.
201 Defense Hwy., Suite 100
Annapolis, MD 21401-7052
- ------------------------------------------------------------------------------------------------------------------------------------
38. Covanta Energy Americas, Inc. Xerox Corp. Lease Agreement # 070220210, dated September 12, 2001.
8180 Greenhouse Dr., 6th Fl.
Mc Lean, VA 22102
- ------------------------------------------------------------------------------------------------------------------------------------
39. Covanta Energy Corporation Aelita Network Management Agreement, dated April 2003.
Jill Mastroianni
6500 Emerald Parkway, Ste. 400
Dublin, OH 43016
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40. Covanta Energy Corporation Aircraft Services Corporation Agreement, dated January 8, 1993, among Aircraft
120 Long Ridge Road Services Corporation, Resource Recovery Business Trust
Stamford, CT 06927 1991-B, Covanta Projects, Inc, Covanta Energy
Corporation, and Michigan Waste Energy, Inc., as
amended.
- ------------------------------------------------------------------------------------------------------------------------------------
41. Covanta Energy Corporation Alexandria Sanitation Auth. Guaranty, dated as of October 1, 1985, by Covanta
835 South Payne Street Energy Corporation in favor of the City of Alexandria,
P.O. Box 1205 VA, Arlington County, VA, the Alexandria Sanitation
Alexandria, VA 22313 Authority, Arlington Solid Waste Authority, as amended.
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42. Covanta Energy Corporation Alexandria Sanitation Auth. Retrofit Guaranty, dated as of November 10, 1998, by
835 South Payne Street Covanta Energy Corporation to and for the benefit of
P.O. Box 1205 the City of Alexandria, VA, Arlington County, VA, the
Alexandria, VA 22313 Industrial Development Authority of Arlington.
- ------------------------------------------------------------------------------------------------------------------------------------
43. Covanta Energy Corporation Allstate Insurance Company Guaranty Agreement, dated January 30, 1992.
Attn: Financial Law Division
Allstate Plaza South - G5D
Northbrook, IL 60062
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44. Covanta Energy Corporation American Home Assurance Co. Indemnity Agreement for Risk Management Program, from
American International Group August 5, 1985 through August 5, 1986. (2)
70 Pine Street
New York, NY 10004
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45. Covanta Energy Corporation American Home Assurance Co. Indemnity Agreement for Risk Management Program, from
American International Group August 5, 1986 through August 5, 1987. (2)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
46. Covanta Energy Corporation American Home Assurance Co. Indemnity Agreement for Risk Management Program, from
American International Group August 5, 1987 through August 5, 1988. (2)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
47. Covanta Energy Corporation American Home Assurance Co. Indemnity Agreement for Risk Management Program, from
American International Group August 5, 1988 through August 5, 1989. (2)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
48. Covanta Energy Corporation American Home Assurance Co. Indemnity Agreement for Risk Management Program, from
American International Group August 5, 1989 through August 5, 1990. (2)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
49. Covanta Energy Corporation American Home Assurance Co. Schedule of Policies and Payments (Paid Loss Payment
American International Group Plan) Payment Agreement for Risk Management Program,
70 Pine Street from August 31, 1998 through August 31, 1999. (2)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
50. Covanta Energy Corporation American Int. South Insurance Co. Schedule of Policies and Payments (Paid Loss
70 Pine Street Payment American International Group Plan) Payment
New York, NY 10004 Agreement for Risk Management Program, from August 31,
1998 through August 31, 1999. (2)
- ------------------------------------------------------------------------------------------------------------------------------------
51. Covanta Energy Corporation AIU Insurance Co. Schedule of Policies and Payments (Paid Loss Payment
American International Group Plan) Payment Agreement for Risk Management Program,
70 Pine Street from August 31, 1998 through August 31, 1999. (2)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
52. Covanta Energy Corporation Arlington County, VA Retrofit Guaranty, dated as of November 10, 1998, by
1400 North Courthouse Road Covanta Energy Corporation to and for the benefit of
Attn: County Manager the City of Alexandria, VA, Arlington County, VA, the
Arlington, VA 22201 Industrial Development Authority of Arlington.
- ------------------------------------------------------------------------------------------------------------------------------------
53. Covanta Energy Corporation Arlington County, VA Guaranty, dated as of October 1, 1985, by Covanta
Attn: County Manager Energy Corporation in favor of the City of Alexandria,
1400 North Courthouse Road VA, Arlington County, VA, the Alexandria Sanitation
Arlington, VA 22201 Authority, Arlington Solid Waste Authority, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
54. Covanta Energy Corporation Arlington Solid Waste Auth. Guaranty, dated as of October 1, 1985, by Covanta
1400 North Courthouse Road Energy Corporation in favor of the City of Alexandria,
Arlington, VA 22201 VA, Arlington County, VA, the Alexandria Sanitation
Authority, Arlington Solid Waste Authority, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
55. Covanta Energy Corporation Arlington Solid Waste Auth. Retrofit Guaranty, dated as of November 10, 1998, by
1400 North Courthouse Road Covanta Energy Corporation to and for the benefit of
Arlington, VA 22201 the City of Alexandria, VA, Arlington County, VA, the
Industrial Development Authority of Arlington.
- --------------------
(2) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
56. Covanta Energy Corporation Avondale Industries, Inc. Letter Agreement, dated August 11, 1986, regarding
P.O. Box 22 settlement of insurance claims and insurance premium
Boston, MA 02128 adjustments. (3)
- ------------------------------------------------------------------------------------------------------------------------------------
57. Covanta Energy Corporation Balaji Power Corp. Private Ltd O&M Guarantee, dated April 25, 2000 relating to Balaji
Flat G-1, Seshadri Manor Project.
Sestradri Road
Alwarpet, Chennai 600 018
India
- ------------------------------------------------------------------------------------------------------------------------------------
58. Covanta Energy Corporation Birmingham Fire Insurance Co. Schedule of Policies and Payments (Paid Loss Payment
American International Group Plan) Payment Agreement for Risk Management Program,
70 Pine Street from August 31, 1998 through August 31, 1999. (4)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
59. Covanta Energy Corporation Centennial Field, Inc. Agreement Relating to Heber Field Company, dated May
343 Second Street, Ste. N 19, 1999. (1)
Los Altos, CA 94022
- ------------------------------------------------------------------------------------------------------------------------------------
60. Covanta Energy Corporation Centennial Holdings, Inc. Agreement Relating to Heber Field Company, dated May
343 Second Street, Ste. N 19, 1999. (1)
Los Altos, CA 94022
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61. Covanta Energy Corporation Ceridian Corporation Time and attendance annual support.
120 Eagle Rock Ave.
East Hanover, NJ 07936
- ------------------------------------------------------------------------------------------------------------------------------------
62. Covanta Energy Corporation Ceridian HR/Payroll Service and Support Agreement, dated January
4345 Security Parkway 2000.
New Albany, IN 47150
- ------------------------------------------------------------------------------------------------------------------------------------
63. Covanta Energy Corporation City and County of Honolulu Operating Guaranty Agreement, dated December 21, 1992,
530 South King Street by Covanta Energy Corporation for the benefit of The
Honolulu, HI 96813 City and County of Honolulu.
- ------------------------------------------------------------------------------------------------------------------------------------
64. Covanta Energy Corporation City of Alexandria Guaranty, dated as of October 1, 1985, by Covanta
City Hall Energy Corporation in favor of the City of Alexandria,
301 King Street Arlington County, VA, the Alexandria Sanitation
Alexandria, VA 22313 Authority, Arlington Solid Waste Authority, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
65. Covanta Energy Corporation City of Alexandria Retrofit Guaranty, dated as of November 10, 1998, by
City Hall Covanta Energy Corporation to and for the benefit of
301 King Street the City of Alexandria, Arlington County, VA the
Alexandria, VA 22313 Industrial Development Authority of Arlington.
- ------------------------------------------------------------------------------------------------------------------------------------
66. Covanta Energy Corporation City of Bristol Guaranty, dated as of August 1, 1985, under the
111 North Main Street Project Agreement and Service Agreement, dated August
Bristol, CT 06010 1, 1985, by Debtor of obligations of Covanta Bristol,
Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
67. Covanta Energy Corporation City of Bristol Confirmation of Guaranty, dated August 1, 1985.
111 North Main Street
Bristol, CT 06010
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68. Covanta Energy Corporation City of Huntsville Guaranty, dated June 1, 1988, by Covanta Energy
Attn: Executive Director Corporation for the benefit of
P.O. Box 308 The Solid Waste Disposal Authority of the City of
Huntsville, AL 35804-0308 Huntsville, as amended.
- ----------------------
(3) Assumption or rejection of this contract is to be decided by debtor at a
later date.
(4) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
69. Covanta Energy Corporation City of Indianapolis Guaranty, dated as of December 1, 1985, by Covanta
Department of Public Works Energy Corporation to and for the benefit of the City
2460 City-County Building of Indianapolis made in connection with the Amended and
Indianapolis, IN 46204 Restated Service Agreement, dated as of September 23,
1985, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
70. Covanta Energy Corporation City of Modesto Guaranty Agreement, dated May 1, 1990, by Covanta
801 11th Street Energy Corporation to and for the benefit of the County
Modesto, CA 95354 of Stanislaus and the City of Modesto of the
obligations of Covanta Stanislaus, Inc. under the
Service Agreement, dated June 30, 1986, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
71. Covanta Energy Corporation City of New Britain Guaranty, dated as of August 1, 1985, under the
City Hall Project Agreement and Service Agreement, dated August
21 West Main Street 1, 1985, by Debtor of obligations of Covanta Bristol,
New Hartford, CT 06057 Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
72. Covanta Energy Corporation City of New Britain Confirmation of Guaranty, dated August 1, 1985.
City Hall
21 West Main Street
New Hartford, CT 06057
- ------------------------------------------------------------------------------------------------------------------------------------
73. Covanta Energy Corporation CLP Power International Ltd Confidentiality Agreement, dated August 15, 2001.
CMG Asia Tower, 22nd Fl.
15 Canton Rd.
Kowloon, Hong Kong
- ------------------------------------------------------------------------------------------------------------------------------------
74. Covanta Energy Corporation Commerce and Industry Schedule of Policies and Payments (Paid Loss
Insurance Co. Payment Plan) Payment Agreement for Risk
American International Group Management Program, from August 31, 1998 through
70 Pine Street August 31, 1999. (5)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
75. Covanta Energy Corporation Connecticut Light & Power Co. Electricity Guarantee, dated as of August 1, 1985, and
c/o NE Utilities Service Co. Confirmation of Guarantee dated December 1, 1993, by
P.O. Box 270 Covanta Energy Corporation to and for the benefit of
Hartford, CT 06141 the Connecticut Light and Power Company.
- ------------------------------------------------------------------------------------------------------------------------------------
76. Covanta Energy Corporation Copyright Clearance Center Inc Annual Authorizations Service Repertory License
Attn: Bruce Funkhouser Agreement.
222 Rosewood Drive
Danvers, MA 01923
- ------------------------------------------------------------------------------------------------------------------------------------
77. Covanta Energy Corporation County of Fairfax Covanta Energy Corporation Guaranty, dated February 1,
12000 Government Center Pkwy., made by Covanta Energy Corporation to and for the 552
Ste. 1998, benefit of Fairfax County and the Authority.
Fairfax, VA 22035
- ------------------------------------------------------------------------------------------------------------------------------------
78. Covanta Energy Corporation County of Kent Guaranty Agreement, dated as October 1, 1987, by
300 Monroe Avenue, N.W. Covanta Energy Corporation for the benefit of the
Grand Rapids, Ml 49503 County of Kent made in connection with the Amended and
Restated Construction and Service Agreement with
Covanta Kent, Inc., dated October 1, 1987, as amended.
- ------------------
(5) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
79. Covanta Energy Corporation County of Stanislaus Guaranty Agreement, dated May 1, 1990, by Covanta
1100 H. Street Energy Corporation to and for the benefit of the County
Modesto, CA 95354 of Stanislaus and the City of Modesto of the
obligations of Covanta Stanislaus, Inc. under the
Service Agreement, dated June 30, 1986, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
80. Covanta Energy Corporation County of Stanislaus Guaranty Agreement, dated July 1, 1986 by Covanta
1100 H. Street Energy Corporation to and for the benefit of the City
Modesto, CA 95354 of Modesto, and the County of Stanislaus. Debtor
guarantees performance of the obligations of
Stanislaus Waste Energy Company, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
81. Covanta Energy Corporation Covanta Energy India (Balaji) Share Retention and Financial Support Agreement, dated
40 Lane Road April 25, 2000.
Fairfield, NJ 07007
- ------------------------------------------------------------------------------------------------------------------------------------
82. Covanta Energy Corporation Covanta Haverhill Associates Service Agreement Guaranty, dated August 13, 1998, by
40 Lane Road Covanta Energy Corporation in favor of Covanta
Fairfield, NJ 07007 Haverhill Associates of the obligations of Covanta
Haverhill under the Service Agreement, dated August 1,
1998.
- ------------------------------------------------------------------------------------------------------------------------------------
83. Covanta Energy Corporation Covanta Huntington Resource Guaranty Agreement, dated January 30, 1992 for the
40 Lane Road ON-2615 benefit of Mission Funding Zeta and Pitney Bowes
Fairfield, NJ 07007 Credit Corporation.
- ------------------------------------------------------------------------------------------------------------------------------------
84. Covanta Energy Corporation Covanta Heber Field Energy, Inc. Agreement relating to HGC & HFC, dated December 20,
4029 Ridge Top Road 2000, as amended February 11, 2002. 1
Suite 200
Fairfax, VA 22030
- ------------------------------------------------------------------------------------------------------------------------------------
85. Covanta Energy Corporation Covanta Heber Field Energy, Inc. Agreement Relating to Heber Field Company, dated
4029 Ridge Top Road May 19, 1999. (1)
Suite 200
Fairfax, VA 22030
- ------------------------------------------------------------------------------------------------------------------------------------
86. Covanta Energy Corporation Covanta Power Equity Corp. Agreement relating to HGC & HFC, dated December 20,
4029 Ridge Top Road 2000, as amended February 11, 2002. 1
Suite 200
Fairfax, VA 22030
- ------------------------------------------------------------------------------------------------------------------------------------
87. Covanta Energy Corporation CT Resource Recovery Auth Covanta Energy Corporation guaranty, dated as of
Attn: President February 1, 1990, guaranteeing the performance of the
100 Constitution Plaza, 17th Fl. Wallingford Resource Recovery Associates, L.P. for the
Hartford, CT 06103 benefit of Connecticut Resources Recovery Authority.
- ------------------------------------------------------------------------------------------------------------------------------------
88. Covanta Energy Corporation Detroit Edison Company Guarantee Agreement, dated as of December 12, 1992,
2000 Second Avenue between Covanta Energy Corporation and Detroit Edison
Detroit, Ml 48226 Company.
- ------------------------------------------------------------------------------------------------------------------------------------
89. Covanta Energy Corporation Doble Engineering Company Service & Engineering Agreement, dated September 27,
85 Walnut Street 1995, as amended.
Watertown, MA 02472
- ------------------------------------------------------------------------------------------------------------------------------------
90. Covanta Energy Corporation DQE Financial Corp Ogden Corporation Guaranty Agreement, dated November
f/k/a Bushton Corp. 15, 1994. (6)
411 Seventh Avenue, 15th Fl.
Pittsburgh, PA 15219
- ------------------------------------------------------------------------------------------------------------------------------------
91. Covanta Energy Corporation ERC Energy, Inc Agreement relating to HGC & HFC, dated December 20,
4029 Ridge Top Road 2000, as amended February 11, 2002. (1)
Suite 200
Fairfax, VA 22030
- -------------------
(6) Under the terms of the proposed restructuring of the Onondaga projects
documents, this guaranty will be cancelled and released upon consummation
of the restructuring.
- ------------------------------------------------------------------------------------------------------------------------------------
92. Covanta Energy Corporation ERC Energy II, Inc Agreement relating to HGC & HFC, dated December 20,
4029 Ridge Top Road 2000, as amended February 11, 2002. (1)
Suite 200
Fairfax, VA 22030
- ------------------------------------------------------------------------------------------------------------------------------------
93. Covanta Energy Corporation Fairfax County Solid Waste Authority Covanta Energy Corporation Guaranty, dated February 1,
c/o Director of Public Works 1998, made by Covanta Energy Corporation to and for the
3930 Pender Drive benefit of Fairfax County and the Authority.
Fairfax, VA 22030
- ------------------------------------------------------------------------------------------------------------------------------------
94. Covanta Energy Corporation Ford Motor Credit Company Ogden Corporation Guaranty Agreement, dated November
Bank of America 15, 1994. (7)
555 California St., 4th Fl.
San Francisco, CA 94104
- ------------------------------------------------------------------------------------------------------------------------------------
95. Covanta Energy Corporation Fox Paine & Company LLC Confidentiality Agreement.
90 Tower Lane
Suite 1150
Foster City, CA 94409
- ------------------------------------------------------------------------------------------------------------------------------------
96. Covanta Energy Corporation F. Brown Gregg Guaranty, dated as November 10, 1988, by Covanta Energy
1616 S. 14th Street Corporation for the benefit of F. Browne Gregg. Covanta Energy
Leesburg, FL 327480 Corporation guarantees the performance of Covanta
Systems, Inc. (8)
- ------------------------------------------------------------------------------------------------------------------------------------
97. Covanta Energy Corporation GE Capital Com. Fin. Inc. Confidentiality Agreement.
Attn: Cyntra Trani
335 Madison Ave., 12th Fl.
New York, NY 10017
- ------------------------------------------------------------------------------------------------------------------------------------
98. Covanta Energy Corporation General Electric Capital Corp. Covanta Energy Corporation Guarantee Agreement, dated
Attn: Mr. Warren MacGillivray September 8, 1997.
120 Long Ridge Road
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------------------------
99. Covanta Energy Corporation Greater Detroit Res. Rec. Auth Guarantee Agreement, dated as of July 1, 1996, by
5700 Russell Street, Bld. A Covanta Energy Corporation to and for the benefit of
Detroit, Ml 48226 the Greater Detroit Resource Recovery Authority.
- ------------------------------------------------------------------------------------------------------------------------------------
100. Covanta Energy Corporation General Electric Capital Corp. Agreement relating to HGC & HFC, dated December 20,
120 Long Ridge Rd. 2000, as amended February 11, 2002. (1)
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------------------------
101. Covanta Energy Corporation Heber Field Company Agreement relating to HGC & HFC, dated December 20,
4029 Ridge Top Road 2000, as amended February 11, 2002. (1)
Suite 200
Fairfax, VA 22030
- ------------------------------------------------------------------------------------------------------------------------------------
102. Covanta Energy Corporation Heber Loan Partners Agreement relating to HGC & HFC, dated December 20,
4029 Ridge Top Road 2000, as amended February 11, 2002. (1)
Suite 200
Fairfax, VA 22030
- ------------------------------------------------------------------------------------------------------------------------------------
103. Covanta Energy Corporation Heber Geothermal Company Agreement relating to HGC & HFC, dated December 20,
4029 Ridge Top Road 2000, as amended February 11, 2002. (1)
Suite 200
Fairfax, VA 22030
- ------------------------------------------------------------------------------------------------------------------------------------
104. Covanta Energy Corporation Heber Field Energy II, Inc. Agreement relating to HGC & HFC, dated December 20,
4029 Ridge Top Road 2000, as amended February 11, 2002. (1)
Suite 200
Fairfax, VA 22030
- -----------------
(7) Under the terms of the proposed restructuring of the Onondaga project
documents, this guaranty will be cancelled and released upon consummation
of the restructuring.
(8) Assumption or rejection of contract to be determined by debtor on a later
date.
- ------------------------------------------------------------------------------------------------------------------------------------
105. Covanta Energy Corporation Heber Field Energy II, Inc. Agreement Relating to Heber Field Company, dated May
4029 Ridge Top Road 19, 1999. (1)
Suite 200
Fairfax, VA 22030
- ------------------------------------------------------------------------------------------------------------------------------------
106. Covanta Energy Corporation Hillsborough County Guaranty, dated as of January 9, 1985, by Covanta
925 E. Twiggs Street Energy Corporation for the benefit of Hillsborough
P.O. Box 1110 County (the "1985 Guaranty").
Tampa, FL 33601
- ------------------------------------------------------------------------------------------------------------------------------------
107. Covanta Energy Corporation Hillsborough County Letter Agreement, dated May 13, 1998, by Covanta Energy
925 E. Twiggs Street Corporation, ratifying and confirming Covanta Energy
P.O. Box 1110 Corporation's continuing obligation under the 1985
Tampa, FL 33601 Guaranty.
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108. Covanta Energy Corporation Houlihan, Lockey, Howard & Zukin Confidentiality Agreement, dated March 14, 2002.
Attn: Eric Seigert
225 S. Sixth St., Suite. 4950
Minneapolis, MN 55402
- ------------------------------------------------------------------------------------------------------------------------------------
109. Covanta Energy Corporation ICICI Limited Share Retention and Financial Support Agreement, dated
ICICI Towers April 25, 2000.
5th Fl., Bandra Kurla Complex
Mumbai 400-051, India
- ------------------------------------------------------------------------------------------------------------------------------------
110. Covanta Energy Corporation IEA-COV, LLC Ogden Corporation Guaranty Agreement, dated November
c/o Christiana Bank 15, 1994. (9)
1314 King St. - P.O. Box 957
Wilmington, DE 19899
- ------------------------------------------------------------------------------------------------------------------------------------
111. Covanta Energy Corporation Insurance Co. of the State of Schedule of Policies and Payments (Paid Loss Payment
Pennsylvania Plan) Payment Agreement for Risk Management Program,
American International Group from August 31, 1998 through August 31, 1999.10
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
112. Covanta Energy Corporation Illinois Nat. Insurance Co. Schedule of Policies and Payments (Paid Loss Payment
American International Group Plan) Payment Agreement for Risk Management Program,
70 Pine Street from August 31, 1998 through August 31, 1999. (10)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
113. Covanta Energy Corporation Kekst & Company, Inc. Confidentiality Agreement.
Attn: Eric Berman
437 Madison Ave., 19th Fl.
New York, NY 10022
- ------------------------------------------------------------------------------------------------------------------------------------
114. Covanta Energy Corporation Lake County Guaranty, dated as of November 1, 1988, by Covanta
Lake County Courthouse Energy Corporation for the benefit of Lake County.
315 West Main Street
Tavares, FL 32778
- ------------------------------------------------------------------------------------------------------------------------------------
115. Covanta Energy Corporation Lancaster County SWMA Guaranty, dated as of September 25, 1987, guaranteeing
1299 Old Harrisburg Pike the performance of Covanta Lancaster, Inc. under the
P.O. Box 4425 Design and Construction Agreement and Service
Lancaster, PA 17604 Agreement, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
116. Covanta Energy Corporation Lee County Guaranty, dated as of July 16, 1990, to and for the
2178 McGregor Blvd. benefit of Lee County, as amended.
Fort Myers, FL 33901
- ------------------------------------------------------------------------------------------------------------------------------------
117. Covanta Energy Corporation Marion County Guaranty, dated September 19, 1984, to and for the
Marion County Courthouse benefit of Marion County, as amended.
555 Court Street NE
Salem, OR 97309
(9) Under the terms of the proposed restructuring of the Onondaga project
documents, this guaranty will be cancelled and released upon consummation
of the restructuring.
(10) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
118. Covanta Energy Corporation Michigan Waste Energy, Inc. Agreement, dated January 8, 1993, among Aircraft
40 Lane Road, CN-2615 Services Corporation, Resource Recovery Business Trust
Fairfield, NJ 07007-2615 1991-B, Covanta Projects, Inc, Covanta Energy
Corporation, and Michigan Waste Energy, Inc., as
amended.
- ------------------------------------------------------------------------------------------------------------------------------------
119. Covanta Energy Corporation Michigan Waste Energy, Inc. Agreement among PMCC, Resource Recovery Business Trust
40 Lane Road, CN-2615 1991-A, Covanta Projects, Inc., Covanta Energy
Fairfield, NJ 07007-2615 Corporation, and Michigan Waste to Energy, Inc., as
amended.
- ------------------------------------------------------------------------------------------------------------------------------------
120. Covanta Energy Corporation Mission Funding Zeta First Amended and Restated Guaranty, dated January 30,
1801 Von Kerman Avenue 1992, by Covanta Energy Corporation for the benefit of
Suite 1700 Mission Funding Zeta and Pitney Bowes, in connection
Irvine, CA 92715-1046 with Covanta Huntington Resource Recovery Nine
Corporation.
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121. Covanta Energy Corporation National Union Fire Insurance Company Indemnity Agrement for Risk Management Program, from
of Pittsburgh, PA August 5, 1985 through August 5, 1986. (11)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
122. Covanta Energy Corporation National Union Fire Insurance Company Indemnity Agreement for Risk Management Program, from
of Pittsburgh, PA August 5, 1986 through August 5, 1987. (11)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
123. Covanta Energy Corporation National Union Fire Insurance Company Indemnity Agreement for Risk Management Program, from
of Pittsburgh, PA August 5, 1987 through August 5, 1988. (11)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
124. Covanta Energy Corporation National Union Fire Insurance Company Indemnity Agreement for Risk Management Program,
of Pittsburgh, PA from August 5, 1989 through August 5, 1990. (11)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
125. Covanta Energy Corporation National Union Fire Insurance Company Indemnity Agreement for Risk Management Program,
of Pittsburgh, PA from August 31, 1991 through August 31, 1992. (11)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
126. Covanta Energy Corporation National Union Fire Insurance Company Indemnity Agreement for Risk Management Program,
of Pittsburgh, PA from August 31, 1992 through August 31, 1993. (11)
American International Group
70 Pine Street
New York, NY 10004
- ---------------
(11) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
127. Covanta Energy Corporation National Union Fire Insurance Company Indemnity Agreement for Risk Management Program,
of Pittsburgh, PA from August 31, 1994 through August 31, 1995. (11)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
128. Covanta Energy Corporation National Union Fire Insurance Company Indemnity Agreement for Risk Management Program,
of Pittsburgh, PA from August 5, 1995 through August 5, 1996. (11)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
129. Covanta Energy Corporation National Union Fire Insurance Company Indemnity Agreement for Risk Management Program,
of Pittsburgh, PA from August 31, 1996 through August 31, 1997. (11)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
130. Covanta Energy Corporation National Union Fire Insurance Company Indemnity Agreement for Risk Management Program,
of Pittsburgh, PA from August 31, 1997 through August 31, 1998. (11)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
131. Covanta Energy Corporation National Union Fire Insurance Company Schedule of Policies and Payments (Paid Loss Payment
of Pittsburgh, PA Plan) Payment Agreement for Risk Management Program,
American International Group from August 31, 1998 through August 31, 1999. (11)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
132. Covanta Energy Corporation NE Maryland Waste Disp. Auth. Guaranty Agreement, dated as of November 16, 1990,
25 South Charles Street guaranteeing the performance of Covanta Montgomery,
Suite 2105 Inc. under the Service Agreement, dated as of November
Baltimore, MD 21201 16, 1990, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
133. Covanta Energy Corporation New England Power Company Covanta Energy Corporation Guarantee, dated as of
U.S. Gen New England, Inc. December 23, 1986, by Covanta Energy Corporation in
25 Research Drive favor of New England Power Company (now USGen New
Westborough, MA 01582 England, Inc., as assignee), in connection with
agreement with Ogden Haverhill Associates.
- ------------------------------------------------------------------------------------------------------------------------------------
134. Covanta Energy Corporation Norex Professional Information Services Contract.
15815 Franklin Tr.
Prior Lake, MN 55372
- ------------------------------------------------------------------------------------------------------------------------------------
135. Covanta Energy Corporation Onondaga City Resource Recovery Agency Amended and Restated Guaranty Agreement, dated
Attn: Executive Director November 15, 1992, by Covanta Energy Corporation to
100 Elmwood Davis Road Onondaga County Resource Recovery Agency, in
Syracuse, NY 13212 connection with the Amended and Restated Solid Waste
Disposal Service Agreement, dated November 15,
1992. (12)
- ------------------------------------------------------------------------------------------------------------------------------------
136. Covanta Energy Corporation Pasco County Guaranty, dated April 19, 1989, by Debtor of the
County Administrator obligations of Covanta Pasco, Inc. under the
7530 Little Road Construction Agreement and Service Agreement, dated
New Port Richey, FL 33553 March 28, 1989, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
137. Covanta Energy Corporation PC Helps Software Support from Desktop Applications Contract.
One Bala Plaza
Bala Cynwyd, PA 19004
- ------------------------------------------------------------------------------------------------------------------------------------
138. Covanta Energy Corporation Pitney Bowes Credit Corp. First Amended and Restated Guaranty, dated January 30,
201 Merritt Seven 1992, by Covanta Energy Corporation for the benefit of
Norwalk, CT 06865-5151 Mission Funding Zeta and Pitney Bowes, in connection
with Covanta Huntington Resource Recovery Nine
Corporation.
- ----------------
(12) Under the terms of the proposed restructuring of the Onondaga project
documents, this guaranty will be amended and restated upon consummation of
the restructuring.
- ------------------------------------------------------------------------------------------------------------------------------------
139. Covanta Energy Corporation PMCC Leasing Corporation Agreement among PMCC, Resource Recovery Business Trust
200 First Stamford Place 1991-A, Covanta Projects, Inc., Covanta Energy
Stamford, CT 06902 Corporation, and Michigan Waste to Energy, Inc., as
amended.
- ------------------------------------------------------------------------------------------------------------------------------------
140. Covanta Energy Corporation Portland General Electric Co. Guaranty, dated as of September 10, 1984, by Covanta
121 S.W. Salmon Street Energy Corporation and Covanta Systems, Inc. of the
Portland, OR 97204 obligations of Trans-Energy-Oregon, Inc. under the
Agreement for the Sale of Electrical Energy.
- ------------------------------------------------------------------------------------------------------------------------------------
141. Covanta Energy Corporation Resource Recovery Business Agreement, dated January 8, 1993, among Aircraft
Trust 1991-B Services Corporation, Resource Recovery Business Trust
Wilmington Trust Company 1991-B, Covanta Projects, Inc, Covanta Energy
Rodney Square North Corporation, and Michigan Waste Energy, Inc., as
1100 N. Market Street amended.
Wilmington, DE 19899
- ------------------------------------------------------------------------------------------------------------------------------------
142. Covanta Energy Corporation Resource Recovery Business Trust Agreement among PMCC, Resource Recovery Business
Trust 1991-A 1991-A, Covanta Projects, Inc., Covanta Energy
Wilmington Trust Company Corporation, and Michigan Waste to Energy, Inc., as
Rodney Square North amended.
1100 N. Market Street
Wilmington, DE 19899
- ------------------------------------------------------------------------------------------------------------------------------------
143. Covanta Energy Corporation Salomon Smith Barney Confidentiality Agreement and Engagement Letter.
Attn: Damien Mitchell
388 Greenwich Street
New York, NY 10013
- ------------------------------------------------------------------------------------------------------------------------------------
144. Covanta Energy Corporation Salomon Smith Barney Confidentiality Agreement.
Attn: Greg Dalvito
7 World Trade Ct. 31st Fl.
New York, NY 10048
- ------------------------------------------------------------------------------------------------------------------------------------
145. Covanta Energy Corporation Samayanallur Power Inv. Pvt. Ltd. Share Retention and Financial Support Agreement, dated
Mr. Shivkumar Reddy April 25, 2000. (1)
Ramakrishna St.
T-Nagar Chennai 600017 India
- ------------------------------------------------------------------------------------------------------------------------------------
146. Covanta Energy Corporation SG Securities (HK) Ltd. Confidentiality Agreement between Covanta Energy
41/F Edinburgh Tower Corporation and SG Securities (HK) Ltd. dated August
15 Queen's Road 16, 2001.
Central Hong Kong
- ------------------------------------------------------------------------------------------------------------------------------------
147. Covanta Energy Corporation State Street Bank Liquidated Damages Guarantee, dated July 7, 1993.
(fka CT Bank and Trust Co. N.A.)
Corporate Trust Dept.
One Constitution Plaza
Hartford, CT 06115
- ------------------------------------------------------------------------------------------------------------------------------------
148. Covanta Energy Corporation Summit Bank Subordinated Rent Guaranty Agreement, dated June 1,
Attn: Corporate Trust Dept. 1998, in connection with the Facility Lease Agreement,
210 Main Street dated as of June 15, 1998.
Hackensack, NJ 07602
- ------------------------------------------------------------------------------------------------------------------------------------
149. Covanta Energy Corporation SWDA of Huntsville Guaranty Agreement, dated as of June 1, 1988 by Covanta
5251 Triana Blvd. Energy Corporation for the benefit of the Solid Waste
Huntsville, AL 35805 Disposal Authority of the City of Huntsville, as
amended.
- ------------------------------------------------------------------------------------------------------------------------------------
150. Covanta Energy Corporation Tenaska, Inc. Confidentiality Agreement between Covanta Energy
1044 North 115th Street Corporation and Tenaska, Inc., dated October 11, 2001.
Suite 400
Omaha, NE 68154
- ------------------------------------------------------------------------------------------------------------------------------------
151. Covanta Energy Corporation The Town of Babylon Guarantee of the performance of Covanta Babylon, Inc.
Town Hall under the Project Agreement and Service Agreement for
200 East Sunrise Highway the benefit of the Town of Babylon, Town of Babylon
Lindenhurst, NY 11757 Industrial Development Agency, dated December 20, 1985,
as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
152. Covanta Energy Corporation The Town of Berlin Guaranty, dated as of August 1, 1985, under the
Town Hall Project Agreement and Service Agreement, dated August
240 Kensington Road 1, 1985, by Debtor of obligations of Covanta Bristol,
Berlin, CT 06037 Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
153. Covanta Energy Corporation The Town of Berlin Confirmation of Guaranty, dated August 1, 1985.
Town Hall
240 Kensington Road
Berlin, CT 06037
- ------------------------------------------------------------------------------------------------------------------------------------
154. Covanta Energy Corporation The Town of Branford Guaranty, dated as of August 1, 1985, under the
Branford Town Hall Project Agreement and Service Agreement, dated August
1019 Main Street 1, 1985, by Debtor of obligations of Covanta Bristol,
P.O. Box 150 Inc., as amended by the Agreement Respecting Guarantee
Branford, CT 06405 for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
155. Covanta Energy Corporation The Town of Branford Confirmation of Guaranty, dated August 1, 1985.
Branford Town Hall
1019 Main Street
P.O. Box 150 Branford, CT 06405
- ------------------------------------------------------------------------------------------------------------------------------------
156. Covanta Energy Corporation The Town of Burlington Guaranty, dated as of August 1, 1985, under the
200 Spielman Highway Project Agreement and Service Agreement, dated August
Burlington, CT 06013 1, 1985, by Debtor of obligations of Covanta Bristol,
Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
157. Covanta Energy Corporation The Town of Burlington Confirmation of Guaranty, dated August 1, 1985.
200 Spielman Highway
Burlington, CT 06013
- ------------------------------------------------------------------------------------------------------------------------------------
158. Covanta Energy Corporation The Town of Harltand Guaranty, dated as of August 1, 1985, under the
22 South Road Project Agreement and Service Agreement, dated August
Hartland, CT 062027 1, 1985, by Debtor of obligations of Covanta Bristol,
Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
159. Covanta Energy Corporation The Town of Harltand Confirmation of Guaranty, dated August 1, 1985.
22 South Road
Hartland, CT 062027
- ------------------------------------------------------------------------------------------------------------------------------------
160. Covanta Energy Corporation The Town of Huntington Amended and Restated Guaranty Agreement, dated as of
Town Hall June 29, 1989 by Covanta Energy Corporation for the
100 Main Street Town of Huntington.
Huntington, NY 11743
- ------------------------------------------------------------------------------------------------------------------------------------
161. Covanta Energy Corporation The Town of Plainville Guaranty, dated as of August 1, 1985, under the
Municipal Center Project Agreement and Service Agreement, dated August
1 Central Square 1, 1985, by Debtor of obligations of Covanta Bristol,
Plainville, CT 06062 Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
162. Covanta Energy Corporation The Town of Plainville Confirmation of Guaranty, dated August 1, 1985.
Municipal Center
1 Central Square
Plainville, CT 06062
- ------------------------------------------------------------------------------------------------------------------------------------
163. Covanta Energy Corporation The Town of Plymouth Guaranty, dated as of August 1, 1985, under the
Town Hall Project Agreement and Service Agreement, dated August
19 East Main Street 1, 1985, by Debtor of obligations of Covanta Bristol,
Terryville, CT 06786 Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
164. Covanta Energy Corporation The Town of Plainville Confirmation of Guaranty, dated August 1, 1985.
Municipal Center
1 Central Square
Plainville, CT 06062
- ------------------------------------------------------------------------------------------------------------------------------------
165. Covanta Energy Corporation The Town of Prospect Guaranty, dated as of August 1, 1985, under the
36 Center Street Project Agreement and Service Agreement, dated August
Prospect, CT 06712 1, 1985, by Debtor of obligations of Covanta Bristol,
Attention: Mayor Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
166. Covanta Energy Corporation The Town of Prospect Confirmation of Guaranty, dated August 1, 1985.
36 Center Street
Prospect, CT 06712
Attention: Mayor
- ------------------------------------------------------------------------------------------------------------------------------------
167. Covanta Energy Corporation The Town of Prospect Agreement, dated December 17, 1987, Respecting
36 Center Street Guarantee for the Town of Wolcott, the Town of Prospect
Prospect, CT 06712 and the Town of Warren.
Attention: Mayor
- ------------------------------------------------------------------------------------------------------------------------------------
168. Covanta Energy Corporation The Town of Seymour Guaranty, dated as of August 1, 1985, under the
One First Street Project Agreement and Service Agreement, dated August
Seymour, CT 06483 1, 1985, by Debtor of obligations of Covanta Bristol,
Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
169. Covanta Energy Corporation The Town of Seymour Confirmation of Guaranty, dated August 1, 1985.
One First Street
Seymour, CT 06483
- ------------------------------------------------------------------------------------------------------------------------------------
170. Covanta Energy Corporation The Town of Southington Guaranty, dated as of August 1, 1985, under the
Town Hall Project Agreement and Service Agreement, dated August
75 Main Street 1, 1985, by Debtor of obligations of Covanta Bristol,
Southington, CT 06489 Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
171. Covanta Energy Corporation The Town of Southington Confirmation of Guaranty, dated August 1, 1985.
Town Hall
75 Main Street
Southington, CT 06489
- ------------------------------------------------------------------------------------------------------------------------------------
172. Covanta Energy Corporation The Town of Warren Guaranty, dated as of August 1, 1985, under the
c/o David Miles, Esq. Project Agreement and Service Agreement, dated August
Washington Depot, CT 06974 1, 1985, by Debtor of obligations of Covanta Bristol,
Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
173. Covanta Energy Corporation The Town of Warren Confirmation of Guaranty, dated August 1, 1985.
c/o David Miles, Esq.
Washington Depot, CT 06974
- ------------------------------------------------------------------------------------------------------------------------------------
174. Covanta Energy Corporation The Town of Warren Agreement, dated December 17, 1987, Respecting
c/o David Miles, Esq. Guarantee for the Town of Wolcott, the Town of Prospect
Washington Depot, CT 06974 and the Town of Warren.
- ------------------------------------------------------------------------------------------------------------------------------------
175. Covanta Energy Corporation The Town of Washington Guaranty, dated as of August 1, 1985, under the
Town Hall Washington Depot Project Agreement and Service Agreement, dated August
Washington Depot, CT 06794 1, 1985, by Debtor of obligations of Covanta Bristol,
Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
176. Covanta Energy Corporation The Town of Washington Confirmation of Guaranty, dated August 1, 1985.
Town Hall Washington Depot
Washington Depot, CT 06794
- ------------------------------------------------------------------------------------------------------------------------------------
177. Covanta Energy Corporation Town of Wolcott Guaranty, dated as of August 1, 1985, under the
Town Hall Project Agreement and Service Agreement, dated August
10 Kenea Avenue 1, 1985, by Debtor of obligations of Covanta Bristol,
Wolcott, CT 06716 Inc., as amended by the Agreement Respecting Guarantee
for the Town of Branford, CT, the Town of Hartland, CT
and the Town of Seymour, CT, dated as of October 1,
1991, as amended.
- ------------------------------------------------------------------------------------------------------------------------------------
178. Covanta Energy Corporation Town of Wolcott Confirmation of Guaranty, dated August 1, 1985.
Town Hall
10 Kenea Avenue
Wolcott, CT 06716
- ------------------------------------------------------------------------------------------------------------------------------------
179. Covanta Energy Corporation Town of Wolcott Agreement, dated December 17, 1987, Respecting
Town Hall Guarantee for the Town of Wolcott, the Town of Prospect
10 Kenea Avenue and the Town of Warren.
Wolcott, CT 06716
- ------------------------------------------------------------------------------------------------------------------------------------
180. Covanta Energy Corporation Town of Babylon Ind. Dev. Agency Guarantee of the performance of Covanta Babylon, Inc.
400 West Main Street under the Project Agreement and Service Agreement
Babylon, NY 11702 for the benefit of the Town of Babylon, Town of Babylon
Industrial Development Agency, dated December 20, 1985.
- ------------------------------------------------------------------------------------------------------------------------------------
181. Covanta Energy Corporation Transcanada Energy Ltd. Confidentiality Agreement between Covanta Energy
450-1st Street SW Corporation and Transcanda Energy Ltd. dated August 23,
Calgary 2001.
Alberta, Canada T2P 5H1
- ------------------------------------------------------------------------------------------------------------------------------------
182. Covanta Energy Corporation UCUA Guaranty Agreement, dated June 1, 1998 from Covanta
Routes 1 & 9 North Energy Corporation for the benefit of Covanta Union,
Rahway, N.J. 07065 Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
183. Covanta Energy Corporation Union County Utilities Authority Subordinated Rent Guaranty Agreement, dated June 1,
Routes 1 & 9 North 1998, in connection with the Facility Lease Agreement,
Rahway, NJ 07085 dated as of June 15, 1998.
- ------------------------------------------------------------------------------------------------------------------------------------
184. Covanta Energy Corporation United American Energy Corp. Confidentiality and Engagement Letter.
Woodcliff Lake, NJ 07677
- ------------------------------------------------------------------------------------------------------------------------------------
185. Covanta Energy Corporation Wisvest Corporation Confidentiality Agreement, dated December 14, 2001.
NI6 W23217 Stone Ridge Drive
Suite 100
Waukesha, WI 53188
- ------------------------------------------------------------------------------------------------------------------------------------
186. Covanta Energy Group, Inc. Nortel Hardware Maintenance Agreement.
8200 Dixie Road, Ste. 100
Brampton, Ontario L^T 5P6
Canada
- ------------------------------------------------------------------------------------------------------------------------------------
187. Covanta Energy Group, Inc. ACR Lucent Brick LSMS Support Agreement.
185-1 Industrial Pkwy S.
Branchburg, NJ 08876
- ------------------------------------------------------------------------------------------------------------------------------------
188. Covanta Energy Group, Inc. ACR Netscreen Support; Hardware and Technical Support
185-1 Industrial Pkwy. (Fairfield, NJ) Agreement No. 23096.
Branchburg, NJ 08876
- ------------------------------------------------------------------------------------------------------------------------------------
189. Covanta Energy Group, Inc. ACR Netscreen Support; Hardware and Technical Support
185-1 Industrial Pkwy. (remote locations) Agreement No. 23798.
Branchburg, NJ 08876
- ------------------------------------------------------------------------------------------------------------------------------------
190. Covanta Energy Group, Inc. Adobe Systems Incorporated Bi-Annual Support Agreement, dated July 2003, for PDF
345 Park Avenue Creator for 29 people.
San Jose, CA 95110-2704
- ------------------------------------------------------------------------------------------------------------------------------------
191. Covanta Energy Group, Inc. AIU Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program, from
70 Pine Street October 20, 1999 through October 20, 2000. (13)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
192. Covanta Energy Group, Inc. AIU Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program, from
70 Pine Street October 20, 2000 through October 20, 2001. (13)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
193. Covanta Energy Group, Inc. AIU Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program, from
70 Pine Street October 20, 2001 through October 20, 2002. (13)
New York, NY 10004
- ----------------
(13) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
194. Covanta Energy Group, Inc. Allan Industries, Inc. Contract Services Agreement, Janitorial Services.
270 Roackaway
Rockaway, NJ 07866
- ------------------------------------------------------------------------------------------------------------------------------------
195. Covanta Energy Group, Inc. American Ash Recycling Corp. Nondisclosure Agreement, dated October 30, 1997.
6622 Southport Drive S.
Suite 310
Jacksonville, FL 32216
- ------------------------------------------------------------------------------------------------------------------------------------
196. Covanta Energy Group, Inc. American Home Assurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program, from
70 Pine Street October 20, 1999 through October 20, 2000. (14)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
197. Covanta Energy Group, Inc. American Home Assurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program, from
70 Pine Street October 20, 2000 through October 20, 2001. (14)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
198. Covanta Energy Group, Inc. American Home Assurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program, from
70 Pine Street October 20, 2001 through October 20, 2002. (14)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
199. Covanta Energy Group, Inc. American Int. South Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program,
70 Pine Street from October 20, 1999 through October 20, 2000. (14)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
200. Covanta Energy Group, Inc. American Int. South Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program,
70 Pine Street from October 20, 2000 through October 20, 2001. (14)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
201. Covanta Energy Group, Inc. American Int. South Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program,
70 Pine Street from October 20, 2001 through October 20, 2002. (14)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
202. Covanta Energy Group, Inc. Archives Systems, Inc. Records Storage Services Contract.
25 Commerce Road
Fairfield, NJ 07004
- ------------------------------------------------------------------------------------------------------------------------------------
203. Covanta Energy Group, Inc. AT&T Wireless Services Cellular Phone Volume Discount Agreement.
P.O. Box 97061
Redmond, WA 98073
- ------------------------------------------------------------------------------------------------------------------------------------
204. Covanta Energy Group, Inc. AT&T Frame/Relay (GA # NCS2295) and Internet Services
25 Corporate Drive Agreement.
Room 32B15
Bridgewater, NJ 08807
- ------------------------------------------------------------------------------------------------------------------------------------
205. Covanta Energy Group, Inc. Barlow Projects, Inc. Confidentiality Agreement, dated February 5, 2002.
2000 Vermont Drive
Suite 200
Fort Collins, CO 80525
- ------------------------------------------------------------------------------------------------------------------------------------
206. Covanta Energy Group, Inc. Barlow Projects, Inc. Confidentiality Agreement, dated August 28, 2001.
2000 Vermont Drive
Suite 200
Fort Collins, CO 80525
- ------------------------------------------------------------------------------------------------------------------------------------
207. Covanta Energy Group, Inc. Bayerische Vereinsbank AG Environmental Indemnity Agreement, dated April 1, 1998.
Attn: Paul Colatrella
150 E. 42nd St.
New York, NY 10017
- ------------------
(14) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
208. Covanta Energy Group, Inc. Birmingham Fire Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program, from
70 Pine Street October 20, 1999 through October 20, 2000. (15)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
209. Covanta Energy Group, Inc. Birmingham Fire Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program, from
70 Pine Street October 20, 2000 through October 20, 2001. (15)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
210. Covanta Energy Group, Inc. Birmingham Fire Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program, from
70 Pine Street October 20, 2001 through October 20, 2002. (15)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
211. Covanta Energy Group, Inc. Cable Express Cisco Smartnet Hardware Support Contract.
5404 South Bay Road
Syracuse, NY 13221
- ------------------------------------------------------------------------------------------------------------------------------------
212. Covanta Energy Group, Inc. Carrier Commercial Service Service on HVAC Equipment.
1095 Cranbury-So. River Rd #23
Jamesburg, NJ 08831
- ------------------------------------------------------------------------------------------------------------------------------------
213. Covanta Energy Group, Inc. Cingular Wireless Handheld Wireless Monthly Service Contract.
10 Woodbridge Center Drive
Woodbridge, NJ 07095
- ------------------------------------------------------------------------------------------------------------------------------------
214. Covanta Energy Group, Inc. Citibank, N.A. Reserves Guarantee Agreement, dated June 15, 2001.
111 Wall Street, 5th Floor
Zone 2
New York, NY 10005
- ------------------------------------------------------------------------------------------------------------------------------------
215. Covanta Energy Group, Inc. Citicorp Vendor Finance Lease of Xerox Fax Machines.
c/o Xerox Corporation
201 Littleton Road
Morris Plains, NJ 07950
- ------------------------------------------------------------------------------------------------------------------------------------
216. Covanta Energy Group, Inc. Citrix Preferred Support Services Agreement.
6400 NW 6th Way
Fort Lauderdale, FL 33322
- ------------------------------------------------------------------------------------------------------------------------------------
217. Covanta Energy Group, Inc. Commerce and Industry Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program,
70 Pine Street from October 20, 1999 through October 20, 2000. (16)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
218. Covanta Energy Group, Inc. Commerce and Industry Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program,
70 Pine Street from October 20, 2000 through October 20, 2001. (16)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
219. Covanta Energy Group, Inc. Commerce and Industry Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program,
70 Pine Street from October 20, 2001 through October 20, 2002. (16)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
220. Covanta Energy Group, Inc. Connected Computer Asset Management Agreement.
100 Pennsylvania Ave.
Framingham, MA 01701
- -----------------
(15) Assumption or rejection of this contract is to be decided by debtor at a
later date.
(16) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
221. Covanta Energy Group, Inc. Connecticut Resources Recovery Guarantee, dated December 22, 2000, from Covanta Energy
100 Constitution Plaza Croup, Inc. to the Connecticut Resources Recovery
17th Floor Authority.
Hartford, CT 06103
- ------------------------------------------------------------------------------------------------------------------------------------
222. Covanta Energy Group, Inc. Control Environmental Services Landscaping Service Contract (Customer No. 10077).
737 Now Durham Road
Edison, NJ 08817
- ------------------------------------------------------------------------------------------------------------------------------------
223. Covanta Energy Group, Inc. Doble Engineering Company Service and Equipment Agreement, dated September 30,
85 Walnut St. 1997, as amended.
Watertown, MA 02172
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224. Covanta Energy Group, Inc. eEye Digital Retina Enterprise Intrusion Testing Contract.
One Columbia, Ste. 100
Aliso Viejo, CA 92656
- ------------------------------------------------------------------------------------------------------------------------------------
225. Covanta Energy Group, Inc. Elron Software Message Inspector Annual Maintenance Contract.
7 New England Exec. Park
Burlington, MA 01803
- ------------------------------------------------------------------------------------------------------------------------------------
226. Covanta Energy Group, Inc. Energy Answers Corp. Confidentiality Agreement, dated December 1, 2000.
79 N. Pearl St.
Albany, NY 12207
- ------------------------------------------------------------------------------------------------------------------------------------
227. Covanta Energy Group, Inc. Ethical Equations, Inc. Consulting Agreement, dated May 19, 2000.
Attn: John Porcelli, Pres.
Cassville Station, P.O. Box 88
Jackson, NJ 08527
- ------------------------------------------------------------------------------------------------------------------------------------
228. Covanta Energy Group, Inc. Exxon Mobil Rsch & Dev. Co. Settlement Agreement re: Thermal DeNOx Process License
Attn: Legal Department and Engineering Agreements.
1545 Route 22 East
Annandale, NJ 08801
- ------------------------------------------------------------------------------------------------------------------------------------
229. Covanta Energy Group, Inc. Front Range/HEAT Annual Maintenance and Support Contract for HEAT System
Dept. 1027
Denver, CO 80263
- ------------------------------------------------------------------------------------------------------------------------------------
230. Covanta Energy Group, Inc. IBM RISC 6000 Software Maintenance Contract.
4800 Falls of the Beuse Road
Raleigh, NC 27609
- ------------------------------------------------------------------------------------------------------------------------------------
231. Covanta Energy Group, Inc. IBM RISC 6000 Hardware Maintenance Contract.
4800 Falls of the Beuse Road
Raleigh, NC 27609
- ------------------------------------------------------------------------------------------------------------------------------------
232. Covanta Energy Group, Inc. Illinois National Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program,
70 Pine Street from October 20, 1999 through October 20, 2000. (17)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
233. Covanta Energy Group, Inc. Illinois National Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program,
70 Pine Street from October 20, 2000 through October 20, 2001. (17)
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
234. Covanta Energy Group, Inc. Illinois National Insurance Co. Schedules of Policies and Payments (Paid Loss Plan)
American International Group Payment Agreement for Risk Management Program,
70 Pine Street from October 20, 2001 through October 20, 2002. (17)
New York, NY 10004
- -------------------
(17) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
235. Covanta Energy Group, Inc. Ind. Development Bank of India Undertaking to Maintain Controlling Interest in
IDBI Tower, WTC Complex Ogden Energy India (Samalpatti) Limited, dated
Cuffe Parade December 16, 1999
Mumbai 400 005 India
- ------------------------------------------------------------------------------------------------------------------------------------
236. Covanta Energy Group, Inc. Ind. Development Bank of India Undertaking for Overrun/Shortfall, dated December 16,
IDBI Tower, WTC Complex 1999.
Cuffe Parade
Mumbai 400 005 India
- ------------------------------------------------------------------------------------------------------------------------------------
237. Covanta Energy Group, Inc. Ind. Development Bank of India O&M Guarantee, dated December 16, 1999, by Covanta
IDBI Tower, WTC Complex Energy Group, Inc. for the benefit of Samalpatti Power
Cuffe Parade Company Private Limited.
Mumbai 400 005 India
- ------------------------------------------------------------------------------------------------------------------------------------
238. Covanta Energy Group, Inc. Ind. Fin. Corp. of India, Ltd Undertaking to Maintain Controlling Interest in Ogden
142, Mahatma Ghandi Road Energy India (Samalpatti) Limited, dated December 16,
Post Box 3318 1999.
Chennai 600 034 India
- ------------------------------------------------------------------------------------------------------------------------------------
239. Covanta Energy Group, Inc. Ind. Fin. Corp. of India, Ltd Undertaking for Overrun/Shortfall, dated December 16,
142, Mahatma Ghandi Road 1999.
Post Box 3318
Chennai 600 034 India
- ------------------------------------------------------------------------------------------------------------------------------------
240. Covanta Energy Group, Inc. Infrastructure Development Fin Undertaking to Maintain Controlling Interest in Ogden
2nd Fl., Ramon House Energy India (Samalpatti) Limited, dated January 5.
169, Backbay Reclamation 2001.
Mumbai 400 020 India
- ------------------------------------------------------------------------------------------------------------------------------------
241. Covanta Energy Group, Inc. Infrastructure Development Fin Undertaking for Overrun/Shortfall, dated December 16,
2nd Fl., Ramon House 1999.
169, Backbay Reclamation
Mumbai 400 020 India
- ------------------------------------------------------------------------------------------------------------------------------------
242. Covanta Energy Group, Inc. Infrastructure Development Fin O&M Guarantee, dated December 16, 1999, by Covanta
2nd Fl., Ramon House Energy Group. Inc. for the benefit of Samalpatti Power
169, Backbay Reclamation Company Private Limited.
Mumbai 400 020 India
- ------------------------------------------------------------------------------------------------------------------------------------
243. Covanta Energy Group, Inc. Infrastructure Development Fin Undertaking for Overrun/Shortfall, dated January 3,
2nd Fl., Ramon House 2001.
169, Backbay Reclamation
Mumbai 400 020 India
- ------------------------------------------------------------------------------------------------------------------------------------
244. Covanta Energy Group, Inc. Insurance Co. of the State of Schedules of Policies and Payments (Paid Loss Plan)
Pennsylvania Payment Agreement for Risk Management Program, from
American International Group October 20, 1999 through October 20, 2000. (18)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
245. Covanta Energy Group, Inc. Insurance Co. of the State of Schedules of Policies and Payments (Paid Loss Plan)
Pennsylvania Payment Agreement for Risk Management Program, from
American International Group October 20, 2000 through October 20, 2001. (18)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
246. Covanta Energy Group, Inc. Insurance Co. of the State of Schedules of Policies and Payments (Paid Loss Plan)
Pennsylvania Payment Agreement for Risk Management Program, from
American International Group October 20, 2001 through October 20, 2002. (18)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
247. Covanta Energy Group, Inc. iPass Inc. Dial-up Internet Access Service Agreement, signed May
Mark Cooper 2003.
30 Greenvale Rd.
Cherry Hill, NJ 08034
- ---------------
(18) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
248. Covanta Energy Group, Inc. John Hancock Life Insurance Co. Confidentiality and Nondisclosure Agreement, dated
200 Claredon Street December 11, 2001.
T-57-09
Boston, MA 02117
- ------------------------------------------------------------------------------------------------------------------------------------
249. Covanta Energy Group, Inc. Liebert Global Services Computer Center LIPS Maintenance Contract.
610 Executive Campus Drive
Westerville, OH 43082
- ------------------------------------------------------------------------------------------------------------------------------------
250. Covanta Energy Group, Inc. Lucent Yearly Remote Network to ASIA, dated August 2002.
Mark McKenna
100 Eagle Rock Ave.
East Hanover, NJ 07936
- ------------------------------------------------------------------------------------------------------------------------------------
251. Covanta Energy Group, Inc. Maintech Sun Service Sun Service/Maintenance on Hardware and Software
39 Paterson Ave. Agreement.
Wallington. NJ 07057-1160
- ------------------------------------------------------------------------------------------------------------------------------------
252. Covanta Energy Group, Inc. Mckeon-Grano Associates Temporary Engineering Support.
Elmwood Park Plaza
475 Market Street
Elmwood Park, NJ 07407
- ------------------------------------------------------------------------------------------------------------------------------------
253. Covanta Energy Group, Inc. Mettler Toledo Scalehouse Software Support Agreement.
912 Langdon Court
Annapolis, MD 21403
- ------------------------------------------------------------------------------------------------------------------------------------
254. Covanta Energy Group, Inc. Micro Focus Corporate Offices PSoft Cobol Compiler Annual Contract, dated November
9420 Key West Avenue 2002.
Rockville, MD 20850
- ------------------------------------------------------------------------------------------------------------------------------------
255. Covanta Energy Group, Inc. Microsoft SA Desktop and Network Software Agreement, signed June
Denise Bevard 2002.
6100 Neil Rd., Ste. 210
Reno, NV 89511-1137
- ------------------------------------------------------------------------------------------------------------------------------------
256. Covanta Energy Group, Inc. Morgan Stanley & Co., Inc. Confidentiality Agreement, dated December 7, 1999.
Attn.: Peter J. Marquis
1585 Broadway
New York, NY 10036
- ------------------------------------------------------------------------------------------------------------------------------------
257. Covanta Energy Group, Inc. MRO Software Maximo Maintenance Management Software and Support
600 Worcester St. Agreement.
Natick, MA 01760-2072
- ------------------------------------------------------------------------------------------------------------------------------------
258. Covanta Energy Group, Inc. National Union Fire Insurance Co. of Indemnity Agreement for Risk Management Program,
Pittsburgh, PA from October 20, 1997 through October 20, 1998. (19)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
259. Covanta Energy Group, Inc. National Union Fire Insurance Co. of Schedules of Policies and Payments (Paid Loss Plan)
Pittsburgh, PA Payment Agreement for Risk Management Program, from
American International Group October 20, 1998 through October 20, 1999. (19)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
260. Covanta Energy Group, Inc. National Union Fire Insurance Co. of Schedules of Policies and Payments (Paid Loss Plan)
Pittsburgh, PA Payment Agreement for Risk Management Program, from
American International Group October 20, 1999 through October 20, 2000. (19)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
261. Covanta Energy Group, Inc. National Union Fire Insurance Co. of Schedules of Policies and Payments (Paid Loss Plan)
Pittsburgh, PA Payment Agreement for Risk Management Program, from
American International Group October 20, 2000 through October 20, 2001. (19)
70 Pine Street
New York, NY 10004
- -----------------
(19) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
262. Covanta Energy Group, Inc. National Union Fire Insurance Co. of Schedules of Policies and Payments (Paid Loss Plan)
Pittsburgh, PA Payment Agreement for Risk Management Program, from
American International Group October 20, 2001 through October 20, 2002. (19)
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
263. Covanta Energy Group, Inc. Ncoteris Headquarters Yearly Support for Remote Access, dated May 2003.
940 Stewart Drive
Sunnyvale, CA 94085
- ------------------------------------------------------------------------------------------------------------------------------------
264. Covanta Energy Group, Inc. NEPC Consortium Power, Ltd. Guarantee, dated as of April 2, 1999, by Covanta Energy
11th Fl. 1/8 A Rokega Sharani Group, Inc. with respect to obligations of Ogden
Sher-E-Bangla Nagar Dhaka 1207 Bangladesh Operating, Inc. under the Plant Operation
Bangladesh and Maintenance Agreement, dated April 2, 1999, as
amended.
- ------------------------------------------------------------------------------------------------------------------------------------
265. Covanta Energy Group, Inc. NEPC Consortium Power, Ltd. Reserves Guarantee Agreement, dated June 15, 2001.
11th Fl. 1/8 A Rokega Sharani
Sher-E-Bangla Nagar Dhaka 1207
Bangladesh
- ------------------------------------------------------------------------------------------------------------------------------------
266. Covanta Energy Group, Inc. Nextel Monthly Phone Service Contract.
Paul Gamel
3 E. 54th St.
New York, NY 10022
- ------------------------------------------------------------------------------------------------------------------------------------
267. Covanta Energy Group, Inc. NSI-Doubletake Backup Software Maintenance and Support Agreement,
Yvonne Parkins dated July 2003.
2 Hudon Pl., 4th Floor
Hoboken, NJ 07030
- ------------------------------------------------------------------------------------------------------------------------------------
268. Covanta Energy Group, Inc. Omtool NT Fax Sr. Server Agreement.
8 Industrial Way
Salem, NH 03079
- ------------------------------------------------------------------------------------------------------------------------------------
269. Covanta Energy Group, Inc. Oracle Support and Software Maintenance Contract.
12320 Oracle Blvd.
Colorado Springs, CO 80921
- ------------------------------------------------------------------------------------------------------------------------------------
270. Covanta Energy Group, Inc. Overseas Private Investment Project Completion Agreement dated as of December 8,
Corporation 1999, among NEPC Consortium Power Ltd., El Paso Energy
1100 New York Avenue, NW International Company, Ogden Energy Group, Inc.,
Washington, D.C. 20527 Wartsila NSD North America Inc. and Overseas Private
Attn: V.P. Finance Investment Corporation.
- ------------------------------------------------------------------------------------------------------------------------------------
271. Covanta Energy Group, Inc. Overseas Private Investment Reserves Guarantee Agreement, dated June 15, 2001.
Corporation
1100 New York Avenue, NW
Washington, D.C. 20527
Attn: V.P. Finance
- ------------------------------------------------------------------------------------------------------------------------------------
272. Covanta Energy Group, Inc. Palm Inc. Monthly Remote Access for Palm Users.
Mail Stop 12116
5470 Great American Parkway
Santa Clara, CA 95052-8145
- ------------------------------------------------------------------------------------------------------------------------------------
273. Covanta Energy Group, Inc. Panurgy Net Reality - FDD WAN Network Monitoring System
100 Ford Road Agreement.
Denville, NJ 07834
- ------------------------------------------------------------------------------------------------------------------------------------
274. Covanta Energy Group, Inc. People Soft Annual Software Maintenance and Support Agreement.
2600 Campus Drive
San Mateo, CA 94403
- ------------------------------------------------------------------------------------------------------------------------------------
275. Covanta Energy Group, Inc. People Soft Extended Enterprise License Agreement, covering June
2600 Campus Drive 30, 2001 to June 30, 2002.
San Mateo, CA 94403
- ------------------------------------------------------------------------------------------------------------------------------------
276. Covanta Energy Group, Inc. PG&E National Energy Group Guarantee, dated September 1, 1998, by Covanta Energy
Attn: Legal Department Group, Inc. with respect to the Power Purchase
7600 Wisconsin Avenue Agreement (Covanta Haverhill, Inc.)
Bethesda, MD 20814
- ------------------------------------------------------------------------------------------------------------------------------------
277. Covanta Energy Group, Inc. Prima S.r.l. Service and Maintenance Guarantee, dated February 9,
via Ge Falck, 63 2001.
20099 Sesto San Giovanni (MI)
Italy
- ------------------------------------------------------------------------------------------------------------------------------------
278. Covanta Energy Group, Inc. Prima S.r.l. Base Equity Contribution Agreement, dated February 9.
via GE Falck, 63 2001.
20099 Sesto San Giovanni (MI)
Italy
- ------------------------------------------------------------------------------------------------------------------------------------
279. Covanta Energy Group, Inc. Prima S.r.l. Standby Equity Contribution Agreement, dated February
via GE Falck, 63 8, 2001.
20099 Sesto San Giovanni (Ml)
Italy
- ------------------------------------------------------------------------------------------------------------------------------------
280. Covanta Energy Group, Inc. Primavera Software Expedition and Project Planner Software for Project
3 Bala Plaza Management.
Bala Cynwyd, PA 19004
- ------------------------------------------------------------------------------------------------------------------------------------
281. Covanta Energy Group, Inc. R.H. Company, L.P. Lease Agreement for Warehouse Space at 24J Commerce
c/o West Essex Management Road, Fairfield, NJ.
333 Route 46 West
Fairfield, NJ 07004
- ------------------------------------------------------------------------------------------------------------------------------------
282. Covanta Energy Group, Inc. Roxio CD-Burning Agreement, dated April 200[2].
455 El Camnio Real
Santa Clara, CA 95050
- ------------------------------------------------------------------------------------------------------------------------------------
283. Covanta Energy Group, Inc. SONDEL Energia Pulita Confidentiality Agreement, dated November 14, 2000.
Viale ltalia, 592
20099 Sesto San Giovanni (MI)
Italy
- ------------------------------------------------------------------------------------------------------------------------------------
284. Covanta Energy Group, Inc. SpectaGuard Acquisition LLC Security Officer Service Contract.
1275 Valley Brook Avenue
Lyndhurst, NJ 07071
- ------------------------------------------------------------------------------------------------------------------------------------
285. Covanta Energy Group, Inc. Sprint (United Tel. Co. of NJ) Service Contract-Phone System Centurium Service Agmt.
97 Spencer Lane Maintenance Contract #M03AXC05L7KYH.
Annandale, NJ 08801
- ------------------------------------------------------------------------------------------------------------------------------------
286. Covanta Energy Group, Inc. State Bank of Hyderabad Undertaking to Maintain Controlling Interest in Ogden
Attn: Chief Mgr (Credit) Energy India (Samalpatti)-Limited, dated December 16,
Head Office, Gunfoundry 1990.
Hyderabad 500 001 India
- ------------------------------------------------------------------------------------------------------------------------------------
287. Covanta Energy Group, Inc. State Bank of Hyderabad Undertaking for Overrun/Shortfall, dated December 16,
Attn: Chief Mgr (Credit) 1999.
Head Office, Gunfoundry
Hyderabad 500 001 India
- ------------------------------------------------------------------------------------------------------------------------------------
288. Covanta Energy Group, Inc. State Bank of India Undertaking to Maintain Controlling interest in Ogden
Express Towers, 20th Fl. Energy India (Samalpatti) Limited, dated December 16,
Nariman Point 1999.
Mumbai 400 Q21 India
- ------------------------------------------------------------------------------------------------------------------------------------
289. Covanta Energy Group, Inc. State Bank of India Undertaking for Overrun/Shortfall, dated December 16,
Express Towers, 20th Fl. 1999.
Nariman Point
Mumbai 400 Q21 India
- ------------------------------------------------------------------------------------------------------------------------------------
290. Covanta Energy Group, Inc. State Street Bank and Trust Co. Data Access Services Agreement, dated March 8, 2000.
225 Franklin St.
Boston, MA 02110
- ------------------------------------------------------------------------------------------------------------------------------------
291. Covanta Energy Group, Inc. Symantec Firewall, Webnot and VPN Protection Agreement.
2400 Research Blvd.
Rockville, MD 20850
- ------------------------------------------------------------------------------------------------------------------------------------
292. Covanta Energy Group, Inc. Symantec Norton Antivirus/Ghost Agreement.
2400 Research Blvd.
Rockville, MD 20850
- ------------------------------------------------------------------------------------------------------------------------------------
293. Covanta Energy Group, Inc. Tampa Bay Water Guarantee of Covanta Tampa Bay, Inc. obligations under
Attn: Jerry L. Maxwell, G.M. the Operation, Maintenance, Repair and Replacement
2535 Landmark Dr., Suite 211 Agreement.
Clearwater, FL 33761-3930
- ------------------------------------------------------------------------------------------------------------------------------------
294. Covanta Energy Group, Inc. Tampa Bay Water Guarantee of Covanta Tampa Construction, Inc.
Attn: Jerry L. Maxwell, G.M. obligations under the Turnkey Engineering, Procurement
2535 Landmark Dr.. Suite 211 and Construction Contract.
Clearwater, FL 33761-3930
- ------------------------------------------------------------------------------------------------------------------------------------
295. Covanta Energy Group, Inc. The Vysya Bank, Ltd. Undertaking to Maintain Controlling Interest In Ogden
210 Mittal Tower A Wing Energy India (Samalpatti) Limited, dated December 16,
Nariman Pt., Mumbai 400 021 1999.
India
- ------------------------------------------------------------------------------------------------------------------------------------
296. Covanta Energy Group, Inc. The Vysya Bank, Ltd. Undertaking for Overrun/Shortfall, dated December 16,
210 Mittal Tower A Wing 1999.
Nariman Point, Mumbai 400 021
India
- ------------------------------------------------------------------------------------------------------------------------------------
297. Covanta Energy Group, Inc. Track-IT/Intuit, Inc. P.C. Inventory Agreement, dated August 2002.
2202 North West Shore Blvd.
Ste. 650 Tampa, FL 33607
- ------------------------------------------------------------------------------------------------------------------------------------
298. Covanta Energy Group, Inc. Travel Forum, Inc. Travel Services Agreement, as amended by letter dated
590 Union Blvd. April 4, 2002.
Totowa, NJ 07512
- ------------------------------------------------------------------------------------------------------------------------------------
299. Covanta Energy Group, Inc. United Infrastructure Co., LLC Letter Agreement, dated October 16, 2001.
P.O. Box 193965
San Francisco, CA 94119-3965
- ------------------------------------------------------------------------------------------------------------------------------------
300. Covanta Energy Group, Inc. United Parcel Service UPS Contract Carrier Agreement P640005349.
799 Jefferson Road
Parsippany, NJ 07054
- ------------------------------------------------------------------------------------------------------------------------------------
301. Covanta Energy Group, Inc. Veritas Back-up Software Contract. 400
International Pkwy.
Heathrow, FL 32746-5037
- ------------------------------------------------------------------------------------------------------------------------------------
302. Covanta Energy Group, Inc. Vijaya Bank Undertaking to Maintain Controlling Interest in Ogden
EMCA House Energy India (Samalpatti) Limited, dated December 16,
289 Shahid Bhagat Singh Rd. 1999.
Fon, Mumbai 400 001, India
- ------------------------------------------------------------------------------------------------------------------------------------
303. Covanta Energy Group, Inc. Vijaya Bank Undertaking for Overrun/Shortfall, dated December 16,
EMCA House 1999.
289 Shahid Bhagat Singh Rd.
Fon, Mumbai 400 001, India
- ------------------------------------------------------------------------------------------------------------------------------------
304. Covanta Energy Group, Inc. Webtrends Yearly Maintenance Agreement, dated June 2003.
NetIQ Corporation
3553 N. First St.
San Jose, CA 95134
- ------------------------------------------------------------------------------------------------------------------------------------
305. Covanta Energy Group, Inc. Wireless Knowledge Server Software for Handheld Email Access Contract.
5012 Waterridge Vista Dr.
San Diego, CA 92121
- ------------------------------------------------------------------------------------------------------------------------------------
306. Covanta Energy Group, Inc. Xerox Corporation Lease of Various Pooled Copiers Lease of 2 -DC460
201 Littleton Road Copiers.
Morris Plains, NJ 07950
- ------------------------------------------------------------------------------------------------------------------------------------
307. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for Color Copier.
201 Littleton Road
Morris Plains, NJ 07950
- ------------------------------------------------------------------------------------------------------------------------------------
308. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for Engineering 8830 Copier.
300 Tice Boulevard
Woodcliff Lake, NJ 07675
- ------------------------------------------------------------------------------------------------------------------------------------
309. Covanta Power International Alliant Energy Int'l, Inc. Confidentiality Agreement, dated January 9, 2002.
Holdings, Inc. Town Center, Ste. 210
201 Third Avenue SE
Cedar Rapids, IA 52401
- ------------------------------------------------------------------------------------------------------------------------------------
310. Covanta Power International CLC Ingenieros Asoc. Cia Ltd Shareholders' Agreement (P.H. Don Pedro S.A.), dated
Holdings, Inc. c/o Energia Global de CR May 31, 1995. (20)
Apartado 1957-1000
San Jose, Costa Rica
- ------------------------------------------------------------------------------------------------------------------------------------
311. Covanta Power International CLC Ingenieros Asoc. Cia Ltd Shareholders' Agreement (P.H. Rio Volcan S.A.). (20)
Holdings, Inc. c/o Energia Global de CR
Apartado 1957-1000
San Jose, Costa Rica
- ------------------------------------------------------------------------------------------------------------------------------------
312. Covanta Power International EIF Costa Rica, L.L.C. Shareholders' Agreement (P.H. Don Pedro S.A.), dated
Holdings, Inc. 200 Berkeley, 20th FI. May 31, 1995. (20)
Boston, MA 02116
- ------------------------------------------------------------------------------------------------------------------------------------
313. Covanta Power International EIF Costa Rica, LLC. Shareholders' Agreement (P.H. Rio Volcan S.A.). (20)
Holdings, Inc. 200 Berkeley Street, 20th Fl.
Boston, MA 02116
- ------------------------------------------------------------------------------------------------------------------------------------
314. Covanta Power International Energia Global de Costa Rica Shareholders' Agreement (P.H. Rio Volcan S.A.). (20)
Holdings, Inc. Apartado 1957-1000
San Jose, Costa Rica
- ------------------------------------------------------------------------------------------------------------------------------------
315. Covanta Power International Energia Global de Costa Rica Shareholders' Agreement (P.H. Don Pedro S.A.), dated
Holdings, Inc. Apartado 1957-1000 May 31, 1995. (20)
San Jose, Costs Rica
- ------------------------------------------------------------------------------------------------------------------------------------
316. Covanta Power International Energia Global, Inc. Shareholders' Agreement (P.H. Rio Volcan S.A.). (20)
Holdings, Inc. 101 Edgetwater Drive
Wakefield, MA 01680
- ------------------------------------------------------------------------------------------------------------------------------------
317. Covanta Power International Energia Global, Inc. Shareholders' Agreement (P.H. Don Pedro S.A.), dated
Holdings, Inc. 101 Edgewater Drive May 31, 1995. (20)
Wakefield, MA 01880
- ------------------------------------------------------------------------------------------------------------------------------------
318. Covanta Power International General Electric Capital Corp. 120 Shareholders' Agreement (RH. Rio Volcan S.A.). (20)
Holdings, Inc. Long Ridge Road
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------------------------
319. Covanta Power International General Electric Capital Corp. Pledge Agreement (P.H. Rio Volcan S.A.). (20)
Holdings, Inc. 120 Long Ridge Road
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------------------------
320. Covanta Power International General Electric Capital Corp. Pledge Agreement (P.H. Don Pedro S.A.), dated May
Holdings, Inc. 120 Long Ridge Road 31,1995. (20)
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------------------------
321. Covanta Power International General Electric Capital Corp. Shareholders' Agreement (P.H. Don Pedro S.A.), dated
Holdings, Inc. 120 Long Ridge Road May 31, 1995. (20)
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------------------------
322. Covanta Power International Wartsila Development & Financial Pledge of Shares Agreement, dated January 28, 2003.
Holdings, Inc. Services OY
John Stenbergin ranta 2
P.O. Box 196
00531 Helsinki
Finland
- ------------------------------------------------------------------------------------------------------------------------------------
323. Covanta Projects Inc. City and County of Honolulu Consent and Release Agreement, dated as of December 21,
530 South King Street 1992, among the City and County of Honolulu, Combustion
Honolulu, HI 96813 Engineering, Inc., and Covanta Projects, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
324. Covanta Projects, Inc. ABB, Inc/Combustion Engineering Assignment and Assumption Agreement, dated December 21,
501 Merritt 7 1992, between Combustion Engineering, Inc. and Covanta
P.O. Box 5308 Projects, Inc.
Norwalk, CT 06851
- ------------------------------------------------------------------------------------------------------------------------------------
325. Covanta Projects, Inc. ABB, Inc/Combustion Engineering Consent Guarantee and Release Agreement,, dated
501 Merritt 7 December 17, 1992, among Connecticut Resources Recovery
P.O. Box 5308 Authority, Combustion Engineering. Inc, and Covanta
Norwalk, CT 06851 Projects, Inc.
- ----------------
(20) Covanta Power International Holdings, Inc., assigned these agreements to
Enereurope Holdings III, a Netherlands Corporation, on June 3, 2003. This
assignment is currently being challenged, and to the extent that it is
deemed invalid, CPIH will assume such contracts.
- ------------------------------------------------------------------------------------------------------------------------------------
326. Covanta Projects, Inc. Aircraft Services Corporation Consent and Release Agreement, dated as of December 31,
120 Long Ridge Road 1992, among Aircraft Services Corporation, Resource
Stamford, CT 06927 Recovery Business Trust 1991-B, Combustion Engineering,
Inc., and Covanta Projects, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
327. Covanta Projects, Inc. Aircraft Services Corporation Agreement, dated January 8, 1993, among Aircraft
120 Long Ridge Road Services Corporation, Resource Recovery Business Trust
Stamford, CT 06927 1991-B, Covanta Projects, Inc, Covanta Energy
Corporation, and Michigan Waste Energy, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
328. Covanta Projects, Inc. Alstom Power Inc. Confidentiality Agreement, dated October 31, 2001.
Turbine Generator Division
2800 Waterford Lakes Drive
Midlothian, VA 23122
- ------------------------------------------------------------------------------------------------------------------------------------
329. Covanta Projects, Inc. Brazos Asset Management, Inc. Confidentiality Agreement, dated April 21, 1994.
600 E. Las Colinas Blvd, 4th Fl
LB 178
Irving, TX 75039
- ------------------------------------------------------------------------------------------------------------------------------------
330. Covanta Projects, Inc. Combustion Engineering, Inc. Consent and Release Agreement, dated as of December 31,
501 Merritt 7 1992, among Aircraft Services Corporation, Resource
P.O. Box 5308 Recovery Business Trust 1991-B, Combustion Engineering,
Norwalk, CT 06851 Inc., and Covanta Projects, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
331. Covanta Projects, Inc. Combustion Engineering, Inc. Consent and Release Agreement, dated as of December 31,
501 Merritt 7 1992, among PMCC, Resource Recovery Business Trust
P.O. Box 5308 1991-A, Combustion Engineering, Inc., and Covanta
Norwalk, CT 06851 Projects, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
332. Covanta Projects, Inc. Combustion Engineering, Inc. Consent, Guaranty and Release Agreement, dated as of
501 Merritt 7 December 17, 1992, among Connecticut Resource Recovery
P.O. Box 5308 Authority, Combustion Engineering, Inc., and Covanta
Norwalk, CT 06851 Projects, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
333. Covanta Projects, Inc. Combustion Engineering, Inc. Consent and Release Agreement, dated as of December 21,
501 Merritt 7 1992, among The Detroit Edison Company, Combustion
P.O., Box 5308 Engineering, Inc., and Covanta Projects, Inc.
Norwalk, CT 06851
- ------------------------------------------------------------------------------------------------------------------------------------
334. Covanta Projects, Inc. Connecticut Resource Recovery Consent, Guaranty and Release Agreement, dated as of
Authority December 17, 1992, among Connecticut Resource Recovery
100 Constitution Plaza Authority, Combustion Engineering, Inc., and Covanta
17th Floor Projects, Inc.
Hartford, CT 06103
- ------------------------------------------------------------------------------------------------------------------------------------
335. Covanta Projects, Inc. Detroit Edison Company Consent and Release Agreement, dated as of December 21,
2000 Second Avenue 1992, among The Detroit Edison Company, Combustion
Detroit, Ml 48226 Engineering, Inc., and Covanta Projects, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
336. Covanta Projects, Inc. Enercon America, Ltd. Confidentiality Agreement, dated October 31, 1996.
540 Tansy Lane
Westerville, OH 43081
- ------------------------------------------------------------------------------------------------------------------------------------
337. Covanta Projects, Inc. ESI Energy Confidentiality Agreement, dated November 11, 1993.
1400 Centrepark Blvd.
Suite 600
West Palm Beach, FL 33401
- ------------------------------------------------------------------------------------------------------------------------------------
338. Covanta Projects, Inc. Governmental Utility Svcs Corp. Guarantee, dated June 1, 1998, by Covanta Projects,
1825 Third Ave. North Inc. for the benefit of the Governmental Utility
Bessemer, AL 35020 Services Corporation of the City of Bessemer, Alabama.
- ------------------------------------------------------------------------------------------------------------------------------------
339. Covanta Projects, Inc. Greater Detroit Res. Recovery Guarantee, dated October 21, 1991, and amended July 1,
Attn: Michael Brinker, Director 1996, between Covanta Energy Corporation and Ogden
5700 Russell St Projects, Inc., Michigan Water-to-Energy, Inc., and the
Detroit, Ml 48211 Greater Detroit Resource Recovery Authority.
- ------------------------------------------------------------------------------------------------------------------------------------
340. Covanta Projects, Inc. Herb Druckman Consulting Agreement.
56F Beacon Hill Road
West Milford, NJ 07460
- ------------------------------------------------------------------------------------------------------------------------------------
341. Covanta Projects, Inc. Hoffman Environmental Systems Confidentiality Agreement, dated October 28, 1993.
125 S. Jefferson St.
Suite 201
Green Bay, WI 54301
- ------------------------------------------------------------------------------------------------------------------------------------
342. Covanta Projects, Inc. Michigan Waste Energy, Inc. Agreement, dated January 8, 1993, among Aircraft
40 Lane Road, CN-2615 Fairfield, NJ Services Corporation, Resource Recovery Business Trust
07007-2615 1991-B, Covanta Projects, Inc, Covanta Energy
Corporation, and Michigan Waste Energy, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
343. Covanta Projects, Inc. Michigan Waste Energy, Inc. Agreement among PMCC, Resource Recovery Business Trust
40 Lane Road, CN-2615 Fairfield, NJ 1991-A, Covanta Projects, Inc., Covanta Energy
07007-2615 Corporation, and Michigan Waste to Energy, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
344. Covanta Projects, Inc. National Union Fire Insurance Co. of Indemnity Agreement for Risk Management Program, from
Pittsburgh, PA October 20, 1990 through October 20, 1991. (21)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
345. Covanta Projects, Inc. National Union Fire Insurance Co. of Indemnity Agreement for Risk Management Program, from
Pittsburgh, PA October 20, 1991 through October 20, 1992. (21)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
346. Covanta Projects, Inc. National Union Fire Insurance Co. of Indemnity Agreement for Risk Management Program, from
Pittsburgh, PA October 20, 1992 through October 20, 1993. (21)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
347. Covanta Projects, Inc. National Union Fire Insurance Co. of Indemnity Agreement for Risk Management Program, from
Pittsburgh, PA October 20, 1994 through October 20, 1995. (21)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
348. Covanta Projects, Inc. National Union Fire Insurance Co. of Indemnity Agreement for Risk Management Program, from
Pittsburgh, PA October 20, 1995 through October 20, 1996. (21)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
349. Covanta Projects, Inc. National Union Fire Insurance Co. of Indemnity Agreement for Risk Management Program, from
Pittsburgh, PA October 20, 1996 through October 20, 1997. (21)
American International Group
70 Pine Street
New York, NY 10004
- ------------------------------------------------------------------------------------------------------------------------------------
350. Covanta Projects, Inc. PMCC Leasing Corporation Consent and Release Agreement, dated as of December 31,
200 First Stamford Place 1992, among PMCC, Resource Recovery Business Trust
Stamford, CT 06902 1991-A, Combustion Engineering, Inc., and Covanta
Projects, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
351. Covanta Projects, Inc. PMCC Leasing Corporation Agreement among PMCC, Resource Recovery Business Trust
200 First Stamford Place 1991-A, Covanta Projects, Inc., Covanta Energy
Stamford, CT 06902 Corporation, and Michigan Waste to Energy, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
352. Covanta Projects, Inc. Quezon Power (Philippines) Ltd. Operator Guarantee, dated as of December 10, 1996, by
26/F Orient Square Bldg. Covanta Projects, Inc. in favor of Quezon Power
Emerald Ave. Ortigas Ctr. 1206 (Philippines), Limited Co.
Pasig City, Philippines
- ------------------------------------------------------------------------------------------------------------------------------------
353. Covanta Projects, Inc. Resource Recovery Business Trust Consent and Release Agreement, dated as of December 31,
1991-B 1992, among Aircraft Services Corporation, Resource
Wilmington Trust Company Recovery Business Trust 1991-B, Combustion Engineering,
Rodney Square North Inc., and Covanta Projects, Inc.
1100 N. Market Street
Wilmington, DE 19899
- ------------------------------------------------------------------------------------------------------------------------------------
354. Covanta Projects, Inc. Resource Recovery Business Trust Agreement, dated January 8, 1993, among Aircraft
1991-B Services Corporation, Resource Recovery Business Trust
Wilmington Trust Company 1991-B, Covanta Projects, Inc, Covanta Energy
Rodney Square North Corporation, and Michigan Waste Energy, Inc.
1100 N. Market Street
Wilmington, DE 19899
- -----------------
(21) Assumption or rejection of this contract is to be decided by debtor at a
later date.
- ------------------------------------------------------------------------------------------------------------------------------------
355. Covanta Projects, Inc. Resource Recovery Business Trust Consent and Release Agreement, dated as of December 31,
1991-B 1992, among PMCC, Resource Recovery Business Trust
Wilmington Trust Company 1991-A, Combustion Engineering, Inc., and Covanta
Rodney Square North Projects, Inc.
1100 N. Market Street
Wilmington, DE 19899
- ------------------------------------------------------------------------------------------------------------------------------------
356. Covanta Projects, Inc. Resource Recovery Business Trust Agreement among PMCC, Resource Recovery Business Trust
1991-B 1991-A, Covanta Projects, Inc., Covanta Energy
Wilmington Trust Company Corporation, and Michigan Waste to Energy, Inc.
Rodney Square North
1100 N. Market Street
Wilmington, DE 19899
- ------------------------------------------------------------------------------------------------------------------------------------
357. Covanta Projects, Inc. Sunguard Recovery Svc. Recovery Services Agreement.
680 E. Swedesford Road
Wayne, PA 19087
- ------------------------------------------------------------------------------------------------------------------------------------
358. Covanta Projects, Inc. Task Associates Lease for warehouse space at 4 Commerce Road,
414 Fairfield Road Fairfield, NJ.
Fairfield, NJ 07006
- ------------------------------------------------------------------------------------------------------------------------------------
359. Covanta Projects, Inc. The Babcock & Wilcox Co. Mercury Control Utilization Agreement, dated May 25,
c/o Loeb & Loeb LLP (Schwed) 1995 between Joy Environmental Technologies (assigned
345 Park Avenue to the Babcock & Wilcox Company).
New York, NY 10154
- ------------------------------------------------------------------------------------------------------------------------------------
360. Covanta Projects, Inc. The Blackstone Group Confidentiality Agreement, dated June 8, 1993.
345 Park Ave.
New York, NY 10154
- ------------------------------------------------------------------------------------------------------------------------------------
361. Covanta Projects, Inc. Thermoselect Incorporated Confidentiality Agreement, dated March 15, 1995.
201 West Big Beaver Road
Suite 230
Troy, Ml 48084
- ------------------------------------------------------------------------------------------------------------------------------------
362. Covanta Projects, Inc. UBS Securities, Inc. Confidentiality Agreement, dated March 1, 1996.
299 Park Ave.
New York NY 10171
- ------------------------------------------------------------------------------------------------------------------------------------
363. Covanta Projects, Inc. Wheelabrator Environmental Sys. Confidentiality Agreement in regard to WES-Phix, dated
Liberty Lane June 14, 1994.
Hampton, NH 03842
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT 9.1B TO THE REORGANIZATION PLAN
LIST OF ASSUMING DEBTORS
Assuming Debtor Case Number
Covanta Acquisition, Inc. 02-40861 (CB)
Covanta Alexandria/Arlington, Inc. 02-40929 (CB)
Covanta Babylon, Inc. 02-40928 (CB)
Covanta Bessemer, Inc. 02-40862 (CB)
Covanta Bristol, Inc. 02-40930 (CB)
Covanta Cunningham Environmental Support Services, Inc. 02-40863 (CB)
Covanta Energy Construction, Inc. 02-40870 (CB)
Covanta Energy Resource Corp. 02-40915 (CB)
Covanta Energy Services of New Jersey, Inc. 02-40900 (CB)
Covanta Energy Services, Inc. 02-40899 (CB)
Covanta Energy West, Inc. 02-40871 (CB)
Covanta Engineering Services, Inc. 02-40898 (CB)
Covanta Fairfax, Inc. 02-40931 (CB)
Covanta Geothermal Operations Holdings, Inc. 02-40873 (CB)
Covanta Geothermal Operations, Inc. 02-40872 (CB)
Covanta Heber Field Energy, Inc. 02-40893 (CB)
Covanta Hennepin Energy Resource Co., L.P. 02-40906 (CB)
Covanta Hillsborough, Inc. 02-40932 (CB)
Covanta Honolulu Resource Recovery Venture 02-40905 (CB)
Covanta Huntington Limited Partnership 02-40916 (CB)
Covanta Huntington Resource Recovery One Corp. 02-40919 (CB)
Covanta Huntington Resource Recovery Seven Corp. 02-40920 (CB)
Covanta Huntsville, Inc. 02-40933 (CB)
Covanta Hydro Energy, Inc. 02-40894 (CB)
Covanta Hydro Operations West, Inc. 02-40875 (CB)
Covanta Hydro Operations, Inc. 02-40874 (CB)
Covanta Imperial Power Services, Inc. 02-40876 (CB)
Covanta Indianapolis, Inc. 02-40934 (CB)
Covanta Kent, Inc. 02-40935 (CB)
Covanta Lake, Inc. 02-40936 (CB)
Covanta Lancaster, Inc. 02-40937 (CB)
Covanta Lee, Inc. 02-40938 (CB)
Covanta Long Island, Inc. 02-40917 (CB)
Covanta Marion Land Corp. 02-40940 (CB)
Covanta Marion, Inc. 02-40939 (CB)
Covanta Mid-Conn, Inc. 02-40911 (CB)
Covanta Montgomery, Inc. 02-40941 (CB)
Covanta New Martinsville Hydro-Operations Corp. 02-40877 (CB)
Covanta Oahu Waste Energy Recovery, Inc. 02-40912 (CB)
Covanta Onondaga Five Corp. 02-40926 (CB)
Covanta Onondaga Four Corp. 02-40925 (CB)
Covanta Onondaga Limited Partnership 02-40921 (CB)
Covanta Onondaga Operations, Inc. 02-40927 (CB)
Covanta Onondaga Three Corp. 02-40924 (CB)
Covanta Onondaga Two Corp. 02-40923 (CB)
Covanta Onondaga, Inc. 02-40922 (CB)
Covanta Operations of Union, LLC 02-40909 (CB)
Covanta OPW Associates, Inc. 02-40908 (CB)
Covanta OPWH, Inc. 02-40907 (CB)
Covanta Pasco, Inc. 02-40943 (CB)
Covanta Power Equity Corp. 02-40895 (CB)
Covanta Projects of Hawaii, Inc. 02-40913 (CB)
Covanta Projects of Wallingford, L.P. 02-40903 (CB)
Covanta RRS Holdings, Inc. 02-40910 (CB)
Covanta Secure Services, Inc. 02-40901 (CB)
Covanta SIGC Geothermal Operations, Inc. 02-40883 (CB)
Covanta Stanislaus, Inc. 02-40944 (CB)
Covanta Systems, Inc. 02-40948 (CB)
Covanta Tampa Bay, Inc. 02-40865 (CB)
Covanta Union, Inc. 02-40946 (CB)
Covanta Wallingford Associates, Inc. 02-40914 (CB)
Covanta Waste to Energy of Italy, Inc. 02-40902 (CB)
Covanta Waste to Energy, Inc. 02-40949 (CB)
Covanta Water Holdings, Inc. 02-40866 (CB)
Covanta Water Systems, Inc. 02-40867 (CB)
Covanta Water Treatment Services, Inc. 02-40868 (CB)
DSS Environmental, Inc. 02-40869 (CB)
ERC Energy II, Inc. 02-40890 (CB)
ERC Energy, Inc. 02-40891 (CB)
Heber Field Energy II, Inc. 02-40892 (CB)
Heber Loan Partners 02-40889 (CB)
OPI Quezon, Inc. 02-40860 (CB)
Three Mountain Operations, Inc. 02-40879 (CB)
Three Mountain Power, LLC 02-40880 (CB)
EXHIBIT 9.1B(s) TO THE REORGANIZATION PLAN
ASSUMING DEBTORS' SCHEDULE OF REJECTED CONTRACTS AND LEASES
As of the Effective Date, all executory contracts and
unexpired leases to which each Assuming Debtor is a party
shall be deemed assumed except for any executory contract
or unexpired lease that (i) has been previously assumed or
rejected pursuant to a Final Order of the Bankruptcy Court,
(ii) is specifically designated as a contract or lease on
this schedule, or (iii) is the subject of a separate motion
to assume or reject filed under section 365 of the
Bankruptcy Code by the Reorganizing Debtors prior to the
Effective Date. The Assuming Debtors reserve the right to
add or remove executory contracts and unexpired leases to
or from this schedule at any time prior to the Effective
Date.
- ---------------------------------------------------------------------------------------------------------------------------------
Name of Assuming Debtor that is Name and Address Description of Contract
the of the Counterparty
Party to the Contract (or Other Party)
to the Contract
- ---------------------------------------------------------------------------------------------------------------------------------
1. Covanta Acquisition, Inc. No executory contract or unexpired lease will be
rejected.
2. Covanta No executory contract or unexpired lease will be
Alexandria/Arlington, Inc. rejected.
3. Covanta Babylon, Inc. No executory contract or unexpired lease will be
rejected.
4. Covanta Bessemer, Inc. No executory contract or unexpired lease will be
rejected.
5. Covanta Bristol, Inc. No executory contract or unexpired lease will be
rejected.
6. Covanta Cunnigham No executory contract or unexpired lease will be
Environmental Support rejected.
Services, Inc.
7. Covanta Energy No executory contract or unexpired lease will be
Construction, Inc. rejected.
8. Covanta Energy No executory contract or unexpired lease will be
Resource Corporation rejected.
9. Covanta Energy Services No executory contract or unexpired lease will be
of New Jersey, Inc. rejected.
10. Covanta Energy No executory contract or unexpired lease will be
Services, Inc. rejected.
11. Covanta Energy Cakmak Ortak Avukat Buroso Engagement Letter signed June 6, 2000.
West, Inc. Piyade Sokak No. 18
Portakal Cicegi Apt C
BlokKat2
06550 Cankaya, Ankara Turkey
12. Covanta Energy Elektrocieplownia Bialystok SA EC Bialystok Privatization: Information Memorandum,
West, Inc. Towarzystwo Doradztwa dated April 11, 2000.
Inwestcycyjnego
Al.Jerozlimske
47/4, 00-697 Warszawa, 00-698 POLAND
13. Covanta Energy ERG Construction Co. Confidentiality Agreement, dated October 16, 1999.
West, Inc. Iran Caddesi, 57
06700 Cankaya, Ankara Turkey
14. Covanta Energy Pricewaterhouse Coopers Securities LLC Engagement Letter dated October 26, 2000.
West, Inc. 630 Fifth Avenue
New York, NY 10111
15. Covanta Energy Pricewaterhouse Coopers Consulting Agreement signed June 15, 2000.
West, Inc. 1 Embarkment Place
London WC2N 6NN
United Kingdom
16. Covanta Energy Pricewaterhouse Coopers Consulting Agreement signed December 13, 1999.
West, Inc. 1 Embarkment Place
London WC2N 6NN
United Kingdom
17. Covanta Energy White & Case Musavirlik Ltd. Engagement Letter signed June 6, 2000.
West, Inc. Pivade Sokak No. 18
Portakal Cicegi Apt C BlokKat2
06550 Cankaya, Ankara Turkey
18. Covanta Engineering No executory contract or unexpired lease will be
Services, Inc. rejected.
19. Covanta Fairfax, Inc. No executory contract or unexpired lease will be
rejected.
20. Covanta Geothermal No executory contract or unexpired lease will be
Operations Holdings, Inc. rejected.
21. Covanta Geothermal Assumption and Rejection of Executory Contracts and
Operations, Inc. Unexpired Leases are handled on Schedules to the
Heber Debtors' Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code, as amended.
22. Covanta Heber Field Assumption and Rejection of Executory Contracts and
Energy, Inc. Unexpired Leases are handled on Schedules to the
Heber Debtors' Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code, as amended.
23. Covanta Hennepin No executory contract or unexpired lease will be
Energy Resource, Co., L.P. rejected.
24. Covanta Hillsborough, No executory contract or unexpired lease will be
Inc. rejected.
25. Covanta Honolulu No executory contract or unexpired lease will be
Resource Recovery Venture rejected.
26. Covanta Huntington No executory contract or unexpired lease will be
Limited Partnership rejected.
27. Covanta Huntington No executory contract or unexpired lease will be
Resource Recovery One rejected.
Corporation
28. Covanta Huntington No executory contract or unexpired lease will be
Resource Recovery Seven rejected.
Corporation
29. Covanta Huntsville, No executory contract or unexpired lease will be
Inc. rejected.
30. Covanta Hydro No executory contract or unexpired lease will be
Energy, Inc. rejected.
31. Covanta Hydro- No executory contract or unexpired lease will be
Operations West, Inc. rejected.
32. Covanta Hydro- No executory contract or unexpired lease will be
Operations, Inc. rejected.
33. Covanta Imperial Assumption and Rejection of Executory Contracts and
Power Services, Inc. Unexpired Leases are handled on Schedules to the
Heber Debtors' Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code, as amended.
34. Covanta Indianapolis, No executory contract or unexpired lease will be
Inc rejected.
35. Covanta Kent, No executory contract or unexpired lease will be
Inc. rejected.
36. Covanta Lake, F. Brown Gregg Agreement, dated October 17, 1988, as amended. (1)
Inc. 1616 S. 14th St.
Leesburg, FL 32718
37. Covanta Lake, F. Brown Gregg First Amendment Agreement, dated November 10,
Inc. 1616 S. 14th St. 1988. (2)
Leesburg, FL 32718
38. Covanta Lake, Inc. F. Brown Gregg 2nd First Amendment Agreement, dated January 4,
1616 S. 14th St. 2000. (3)
Leesburg, FL 32718
39. Covanta Lancaster, No executory contract or unexpired lease will be
Inc. rejected.
40. Covanta Lee, Inc. No executory contract or unexpired lease will be
rejected.
41. Covanta Long No executory contract or unexpired lease will be
Island, Inc. rejected.
42. Covanta Marion No executory contract or unexpired lease will be Land
Corporation rejected.
43. Covanta Marion, No executory contract or unexpired lease will be
Inc. rejected.
44. Covanta Mid- No executory contract or unexpired lease will be
Conn, Inc. rejected.
45. Covanta Montgomery, No executory contract or unexpired lease will be
Inc. rejected.
46. Covanta New No executory contract or unexpired lease will be
Martinsville Hydro- rejected.
Operations Corporation
47. Covanta Oahu Waste No executory contract or unexpired lease will be
Energy Recovery, Inc. rejected.
48. Covanta Onondaga Bankers Trust Company Lessee Guaranty Agreement dated as of November 15,
Limited Partnership Corporate Trust & Agency Group 1992. Debtor is guarantor. (4)
100 Plaza One
Jersey City, NJ 07310
49. Covanta Onondaga Grinnell Fire Inspection & Testing Agreement. (4)
Limited Partnership 18 Corporate Circle
East Syracuse, NY 13057
50. Covanta Onondaga Onondaga Co. Res. Rec. Agency Mortgage and Security Agreement dated as of
Limited Partnership 100 Elwood Davis Road November 15, 1992. (4)
North Syracuse, NY 13212
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(1) Assumption or rejection of contract to be determined by debtor at a later
date.
(2) Assumption or rejection of contract to be determined by debtor at a later
date.
(3) Assumption or rejection of contract to be determined by debtor at a later
date.
(4) Under the terms of the proposed restructuring of the Onondaga project
documents, this contract will be amended and restated upon consummation of
the restructuring.
51. Covanta Onondaga Onondaga Co. Res. Rec. Agency Amended and Restated Solid Waste Disposal Service
Limited Partnership 100 Elwood Davis Drive Agreement dated November 15, 1992. (4)
North Syracuse, NY 13212
52. Covanta Onondaga Onondaga Co. Res. Rec. Agency Site Lease Agreement dated as of November 15,
Limited Partnership 100 Elwood Davis Road 1992. (4)
North Syracuse, NY 13212
53. Covanta Onondaga Onondaga Co. Res. Rec. Agency Lease Agreement dated as of November 15, 1992. (4)
Limited Partnership 100 Elwood Davis Road
North Syracuse, NY 13212
54. Covanta Onondaga Onondaga Co. Res. Rec. Agency Subordinate and Collateral Mortgage and Security
Limited Partnership 100 Elwood Davis Road Agreement dated as of November 15, 1992. (4)
North Syracuse, NY 13212
55. Covanta Onondaga Covanta Onondaga Operations, Inc. Completion, Operations and maintenance Agreement,
Limited Partnership Attn.: President dated November 15, 1994. (4)
40 Lane Road
Fairfield, NJ 07007-2615
56. Covanta Covanta Onondaga, Inc. First Amended and Restated Agreement of Limited
Onondaga, Inc. 40 Lane Road Partnership, dated November 15, 1994 and Onondaga
Fairfield, NJ 07007 Investment Agreement, dated November 15, 1994. (4)
57. Covanta DQE Financial Corp. First Amended and Restated Agreement of Limited
Onondaga, Inc. f/k/a Bushton Co. Partnership, dated November 15, 1994 and Onondaga
411 Seventh Ave., 15th Fl. Investment Agreement, dated November 15, 1994. (4)
Pittsburgh, PA 15219
58. Covanta Ford Motor Credit Company First Amended and Restated Agreement of Limited
Onondaga, Inc. Bank of America Partnership, dated November 15, 1994 and Onondaga
555 California St., 4th Fl. Investment Agreement, dated November 15, 1994. (4)
San Francisco, CA 94104
59. Covanta IEA-COV, LLC First Amended and Restated Agreement of Limited
Onondaga, Inc. c/o Christiana Bank Partnership, dated November 15, 1994 and Onondaga
P.O. Box 957 Investment Agreement, dated November 15, 1994. (4)
Wilmington, DE 19899
60. Covanta Covanta Onondaga Limited Partnership Completion, Operations and maintenance Agreement,
Onondaga Attn.: President dated November 15, 1994. (4)
Operations, Inc 40 Lane Road
Fairfield, NJ 07007-2615
61. Covanta No executory contract or unexpired lease will be
Onondaga Two Corp. rejected.
62. Covanta No executory contract or unexpired lease will be
Onondaga Three Corp. rejected.
63. Covanta No executory contract or unexpired lease will be
Onondaga Four Corp. rejected.
64. Covanta No executory contract or unexpired lease will be
Onondaga Five Corp. rejected.
65. Covanta Operations No executory contract or unexpired lease will be
of Union, LLC rejected.
66. Covanta No executory contract or unexpired lease will be
OPW Associates, Inc. rejected.
67. Covanta No executory contract or unexpired lease will be
OPWH, Inc. rejected.
68. Covanta No executory contract or unexpired lease will be
Pasco, Inc. rejected.
69. Covanta Power Equity No executory contract or unexpired lease will be
Corporation rejected.
70. Covanta Projects No executory contract or unexpired lease will be
of Hawaii, Inc. rejected.
71. Covanta No executory contract or unexpired lease will be
Projects of rejected.
Wallingford, L.P
72. Covanta RRS No executory contract or unexpired lease will be
Holdings, Inc. rejected.
73. Covanta Secure No executory contract or unexpired lease will be
Services, Inc. rejected.
74. Covanta SIGC Geothermal Assumption and Rejection of Executory Contracts and
Operations, Inc. Unexpired Leases are handled on Schedules to the
Heber Debtors' Joint Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code, as
amended.
75. Covanta No executory contract or unexpired lease will be
Stanislaus, Inc. rejected.
76. Covanta F. Brown Gregg Agreement, dated October 17, 1988, as amended. (5)
Systems, Inc. 1616 S. 14th St.
Leesburg, FL 32718
77. Covanta F. Brown Gregg First Amendment Agreement, dated November 10,
Systems, Inc. 1616 S. 14th St. 1988.(6)
Leesburg, FL 32718
78. Covanta F. Brown Gregg 2nd First Amendment Agreement, dated January 4,
Systems, Inc. 1616 S. 14th St. 2000.(7)
Leesburg, FL 32718
79. Covanta No executory contract or unexpired lease will be
Tampa Bay, Inc. rejected.
80. Covanta No executory contract or unexpired lease will be
Union, Inc. rejected.
81. Covanta No executory contract or unexpired lease will be
Wallingford rejected.
Associates, Inc.
82. Covanta Waste to No executory contract or unexpired lease will be
Energy of Italy, Inc. rejected.
83. Covanta Waste No executory contract or unexpired lease will be
to Energy, Inc. rejected.
84. Covanta Water No executory contract or unexpired lease will be
Holdings, Inc. rejected.
85. Covanta Water Ogden Yorkshire Water Company Engineering, Marketing and Operations Service
Systems, Inc. 40 Lane Road Agreement, dated October 21, 1996.
CN2615
Fairfield, NJ 07007
86. Covanta Water Yorkshire Water Int'l Ltd. Engineering, Marketing and Operations Service
Systems, Inc. 2 The Embankment, Sovereign St. Agreement, dated October 21, 1996.
Attn: Managing Director
Leeds, LSI 4BG
United Kingdom
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(5) Assumption or rejection of contract to be determined by debtor at a later
date.
(6) Assumption or rejection of contract to be determined by debtor at a later
date.
(7) Assumption or rejection of contract to be determined by debtor at a later
date.
87. Covanta Water Yorkshire Water plc Engineering, Marketing and Operations Service
Systems, Inc. 2 The Embankment, Sovereign St. Agreement, dated October 21, 1996.
Attn: Managing Director
Leeds, LSI 45B
United Kingdom
88. Covanta Water No executory contract or unexpired lease will be
Treatment Services, Inc. rejected.
89. DSS Environmental, Inc. Olivia Development, LLC Lease Agreement for Office Space.
Mr. Steve Olivia, Jr.
2037 Fly Road
East Syracuse, NY 13057
90. ERC Energy II, Inc. Assumption and Rejection of
Executory Contracts and Unexpired Leases are
handled on Schedules to the Heber Debtors'
Joint Plan of Reorganization Under Chapter 11
of the Bankruptcy Code, as amended.
91. ERC Energy, Inc. Assumption and Rejection of Executory Contracts and
Unexpired Leases are handled on Schedules to the
Heber Debtors' Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code, as amended.
92. Heber Field Assumption and Rejection of Executory Contracts and
Energy II, Inc. Unexpired Leases are handled on Schedules to the
Heber Debtors' Joint Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code, as
amended.
93. Heber Loan Partners Assumption and Rejection of Executory Contracts and
Unexpired Leases are handled on Schedules to
the Heber Debtors' Joint Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code, as
amended.
94. OPI No executory contract or unexpired lease will be
Quezon, Inc. rejected.
95. Three Mountain No executory contract or unexpired lease will be
Operations, Inc. rejected.
96. Three Mountain No executory contract or unexpired lease will be
Power, LLC rejected.