EXHIBIT B TO CONFIRMATION ORDER
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' SECOND JOINT PLAN OF REORGANIZATION UNDER
CHAPTER 11 OF THE BANKRUPTCY CODE
---------------------------------
March 2, 2004
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 Second 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........................24
2.1 Non-Classification............................................................................24
2.2 Administrative Expense Claims.................................................................24
2.3 Compensation and Reimbursement Claims.........................................................25
2.4 Priority Tax Claims...........................................................................26
2.5 DIP Financing Facility Claims.................................................................26
ARTICLE III CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS.............................................27
3.1 General Rules of Classification...............................................................27
ARTICLE IV TREATMENT OF CLAIMS AND EQUITY INTERESTS..................................................27
4.1 Class 1 - Allowed Priority Non-Tax Claims.....................................................29
4.2 Class 2 - Allowed Project Debt Claims and the Allowed CIBC Secured Claim......................29
4.3 Class 3 - Allowed Secured Claims..............................................................30
4.4 Class 4 - Allowed Operating Company Unsecured Claims..........................................34
4.5 Class 5 - Allowed Parent and Holding Company Guarantee Claims.................................35
4.6 Class 6 - Allowed Parent and Holding Company Unsecured Claims.................................35
4.7 Class 7 - Allowed Convertible Subordinated Bond Claims........................................36
4.8 Class 8 - Allowed Convenience Claims..........................................................36
4.9 Class 9 - Intercompany Claims.................................................................36
4.10 Class 10 - Subordinated Claims................................................................37
4.11 Class 11 - Equity Interests in Subsidiary Debtors.............................................37
4.12 Class 12 - Equity Interests in Covanta Huntington,
Covanta Onondaga and DSS Environmental.............................................38
4.13 Class 13 - Old Covanta Stock Equity Interests.................................................38
ARTICLE V ACCEPTANCE OR REJECTION OF THE REORGANIZATION PLAN........................................38
5.1 Voting of Claims..............................................................................38
5.2 Acceptance by an Impaired Class...............................................................39
5.3 Presumed Acceptance of Plan...................................................................39
5.4 Presumed Rejection of Plan....................................................................39
5.5 Cramdown......................................................................................39
ARTICLE VI MEANS FOR IMPLEMENTATION..................................................................39
6.1 Exit Financing................................................................................39
6.2 Investment and Purchase Agreement.............................................................39
6.3 Consummation of Heber Reorganization Plan.....................................................40
6.4 Authorization of Reorganized Covanta Common Stock
and Reorganization Plan Notes.................................................................40
6.5 Cancellation of Existing Securities and Agreements............................................40
6.6 Board of Directors and Executive Officers.....................................................41
6.7 Deemed Consolidation of Debtors for Plan Purposes Only........................................41
6.8 Continued Corporate Existence; Vesting of Assets in the
Reorganized Debtors and Corporate Restructuring...............................................41
6.9 Amended Organizational Documents..............................................................42
6.10 Settlements...................................................................................42
6.11 Employee Benefits.............................................................................42
6.12 Deemed Exercise of Put and Intercreditor Adjustment...........................................42
6.13 Funding the Operating Reserve.................................................................42
ARTICLE VII DISTRIBUTIONS.............................................................................43
7.1 Distribution Record Date......................................................................43
7.2 Date of Distributions.........................................................................43
7.3 Disbursing Agent..............................................................................43
7.4 Rights and Powers of Disbursing Agent.........................................................43
7.5 Surrender of Instruments......................................................................44
7.6 Delivery of Distributions.....................................................................44
7.7 Manner of Payment Under Plan..................................................................44
7.8 De Minimis and Fractional Distributions.......................................................45
7.9 Exemption from Securities Laws................................................................45
7.10 Setoffs.......................................................................................45
7.11 Allocation of Plan Distribution Between Principal and Interest................................45
7.12 Withholding and Reporting Requirements........................................................46
7.13 Time Bar to Cash Payments.....................................................................46
7.14 Closing of Chapter 11 Cases...................................................................46
ARTICLE VIII PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS.....................................46
8.1 No Distribution Pending Allowance.............................................................46
8.2 Resolution of Disputed Claims and Equity Interests............................................46
8.3 Estimation of Claims and Equity Interests.....................................................47
8.4 Reserve Account for Disputed Claims...........................................................47
8.5 Allowance of Disputed Claims..................................................................48
8.6 Reserve Account for Subclass 3B Rejecting Bondholder Recovery.................................48
8.7 Distributions to Allowed Class 6 Claims After the Effective Date..............................50
8.8 Release of Funds from Disputed Claims Reserve.................................................50
ARTICLE IX TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.....................................50
9.1 General Treatment.............................................................................50
9.2 Cure of Defaults..............................................................................51
9.3 Approval of Assumption of Certain Executory Contracts.........................................52
9.4 Approval of Rejection of Executory Contracts and Unexpired Leases.............................52
9.5 Deemed Consents and Deemed Compliance.........................................................52
9.6 Bar Date for Filing Proofs of Claim Relating to Executory
Contracts and Unexpired Leases Rejected Pursuant
to the Reorganization Plan....................................................................53
9.7 Survival of Debtors' Corporate Indemnities....................................................53
9.8 Reservation of Rights Under Insurance Policies and Bonds......................................53
ARTICLE X CONDITIONS PRECEDENT TO THE CONFIRMATION DATE AND THE EFFECTIVE DATE......................54
10.1 Conditions to Confirmation....................................................................54
10.2 Conditions Precedent to the Effective Date....................................................55
10.3 Waiver of Conditions..........................................................................56
10.4 Failure to Satisfy or Waiver of Conditions Precedent..........................................56
ARTICLE XI EFFECT OF CONFIRMATION....................................................................56
11.1 Revesting of Assets...........................................................................56
11.2 Discharge of Claims and Cancellation of Equity Interests......................................56
11.3 Discharge of Reorganizing Debtors.............................................................57
11.4 Binding Effect................................................................................57
11.5 Term of Injunctions or Stays..................................................................57
11.6 Injunction Against Interference with Plan.....................................................57
11.7 Exculpation...................................................................................58
11.8 Rights of Action..............................................................................59
11.9 Injunction....................................................................................59
11.10 Release.......................................................................................60
ARTICLE XII RETENTION OF JURISDICTION.................................................................61
12.1 Jurisdiction of Court.........................................................................61
ARTICLE XIII MISCELLANEOUS PROVISIONS..................................................................63
13.1 Deletion of Classes and Subclasses............................................................63
13.2 Dissolution of the Committee..................................................................63
13.3 Effectuating Documents and Further Transactions...............................................63
13.4 Payment of Statutory Fees.....................................................................63
13.5 Modification of Plan..........................................................................64
13.6 Courts of Competent Jurisdiction..............................................................64
13.7 Exemption From Transfer Taxes.................................................................64
13.8 Rules of Construction.........................................................................65
13.9 Computation of Time...........................................................................65
13.10 Successors and Assigns........................................................................65
13.11 Notices.......................................................................................66
13.12 Severability..................................................................................67
13.13 Governing Law.................................................................................67
13.14 Exhibits......................................................................................67
13.15 Counterparts..................................................................................67
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
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 New CPIH Funded Debt
2 New CPIH Revolver Facility
3 New High Yield Indenture
4 First Lien L/C Facility
5 Second Lien L/C Facility
6 Covanta Unsecured Subordinated Notes Indenture
7 Term Sheet for Class 3B Stock Offering
8 Domestic Intercreditor Agreement
9 International Intercreditor Agreement
10 Tax Sharing Agreement
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.
"Additional Distributable Cash" means, if Distributable Cash
is equal to $60 million, an amount of Cash equal to the lesser of (i) $7.2
million and (ii) the amount of Post- Closing Cash in excess of Distributable
Cash.
"Additional New Lenders" means the lenders that underwrite the
entire commitment with respect to the Second Lien L/C Facility and the New CPIH
Revolver Facility.
"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.
"Administrative Expense Claims Reserve" shall have the meaning
assigned to such term in the Liquidation Plan.
"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 3A Secured Claim Amount" means the aggregate
Allowed amount of the Secured Bank Claims, currently estimated to be $415
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 aggregate
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.
"Allowed Subclass 3B Settlement Amount" means the aggregate
amount of the Subclass 3B Secured Claims held by holders that are Accepting
Bondholders.
"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).
"Canadian Loss Sharing Lenders" means the institutions
identified as such pursuant to the Intercreditor Agreement and their permitted
successors and assigns.
"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.
"CIBC" means Canadian Imperial Bank of Commerce.
"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 3B Stock Offering" means a stock offering that will be
made by the Plan Sponsor after the Effective Date pursuant to which those
holders of Allowed Class 3B Claims that vote in favor of this Reorganization
Plan will have the non-transferable right to purchase up to but no more than
3,000,000 shares of common stock (the actual number of shares issued being
subject to the level of public participation in the DHC Rights Offering, the
issuance of common stock pursuant to the Plan Sponsor's backstop arrangements
with the Investors for the DHC Rights Offering and the related Ownership Change
Limitation, it being understood that such factors may preclude issuance of any
shares) issued by the Plan Sponsor at an exercise price of $1.53 per share in
accordance with the terms of the Class 3B Stock Offering term sheet set forth in
the Reorganization Plan Supplement, which term sheet shall be in form acceptable
to the Plan Sponsor.
"Class 6 Counsel" means counsel for the Committee as
authorized pursuant to Section 11.8(b) of this Reorganization
Plan.
"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 any or all of the following: (i)
the Prepetition Lenders, (ii) the DIP Lenders, (iii) the Agent Banks, (iv) the
DIP Agents, (v) holders of 9.25% Debentures (except as otherwise specifically
provided under this Reorganization Plan), (vi)the Plan Sponsor, (vii) the
Investors, and (viii) any affiliates or advisors of any of the persons or
entities described in clauses (i), (ii), (iii), (iv), (v), (vi) or (vii) of this
definition.
"Class 6 Representative" means a representative of holders of
Allowed Class 6 Claims that will be designated by the Committee prior to the
Effective Date or such other Person as shall be designated in replacement
thereof by order of the Court.
"Class B Palladium Preferred Shares" means the preferred
shares issued by Palladium Finance Corporation II that are owned by CIBC and the
Canadian Loss Sharing Lenders.
"Class 6 Unsecured Notes" means Reorganization Plan Unsecured
Notes in the aggregate principal amount of $4 million to be distributed to
holders of Allowed Class 6 Claims in accordance with Section 4.6 of this
Reorganization Plan. The Reorganized Debtors shall have the option to delay
issuance of the Class 6 Unsecured Notes until immediately after such time as the
Disbursing Agent, in consultation with the Class 6 Representative, elects to
make an interim or final Distribution to holders of Allowed Class 6 Claims in
accordance with Section 8.7 of this Reorganization Plan; provided, however, that
in the event that the Reorganized Debtors shall elect to delay issuance of the
Class 6 Unsecured Notes, any subsequent Distribution of the Class 6 Unsecured
Notes shall include all accrued interest, whether made in Cash or otherwise,
that a holder of such Notes would have been entitled to receive for the period
from the Effective Date through and including the Date of such subsequent
Distribution.
"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. For purposes of determining whether an
Unsecured Claim qualifies as a Convenience Claim, all Unsecured Claims held by a
Person against any Operating Company Reorganizing Debtor shall be considered
separately and shall not be aggregated in making such determination.
"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 Onondaga" means Covanta Onondaga, L.P., a
Reorganizing Debtor.
"CPIH" means Covanta Power International Holdings, Inc., a
Reorganizing Debtor.
"CPIH Participation Interest" means a provision contained in
the International Intercreditor Agreement entitling the holders of Allowed Class
6 Claims to receive from a distribution of net proceeds resulting from (i) the
sale or other disposition of CPIH and its subsidiaries, or (ii) the sale or
other disposition of the assets of CPIH and its subsidiaries, an amount equal to
five percent (5%) of the net proceeds when distributed from any such sale or
disposition, but in no event shall such amount received pursuant to such
participation interest exceed $4 million in the aggregate, which agreement shall
be subject to a satisfactory intercreditor agreement among the holders of the
New CPIH Funded Debt, the Class 6 Representative or an agent of such class as a
whole and Reorganized CPIH, which intercreditor agreement shall provide, inter
alia, that any successor or assign of the New CPIH Funded Debt shall be bound to
the terms of such agreement.
"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.
"Determination Date" shall mean the earlier of (i) the date on
which all of the Class 4 Claims and the Priority Tax Claims under Section 2.4 of
this Reorganization Plan shall be deemed Allowed or otherwise be resolved by
order of the Court or by compromise approved by order of the Court, (ii) the
date on which Reorganized Covanta determines that the maximum aggregate
principal amount of Allowed Class 4 Claims and Allowed Priority Tax Claim under
Section 2.4 of this Reorganization Plan could not exceed $70 million and (iii)
such date as the majority of the holders of the New CPIH Funded Debt (or their
permitted assigns) may choose in writing delivered to Reorganized Covanta and
Reorganized CPIH after the Effective Date.
"DHC Rights Offering" means a rights offering of the Plan
Sponsor's common stock made by the Plan Sponsor to the public pursuant to an
effective registration statement to be filed after the Effective Date.
"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 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 or Reorganization Plan Notes 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 or Reorganization
Plan Notes 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 and Allowed Interests in accordance with this Reorganization Plan of
Cash, Reorganization Plan Notes, Subsidiary Debtor Equity Securities 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, with respect to Distributions to
creditors other than holders of Allowed Class 6 Claims or holders of Class 4
Claims that become Allowed after the Effective Date, 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. With respect to Distributions to holders of Allowed Class 6
Claims, the Distribution Date shall mean either: (i) a date designated by the
Disbursing Agent, in consultation with the Class 6 Representative, for an
interim Distribution to holders of Allowed Class 6 Claims, or (ii) as soon as
practicable after a final determination with respect to the allowance or
disallowance of all Class 6 Claims. With respect to Distributions to holders of
Class 4 Claims that become Allowed after the Effective Date, the Distribution
Date shall mean initially the date that is thirty (30) days after the Effective
Date and thereafter the end of each succeeding calendar quarter with respect to
any Class 4 Claims that have become Allowed within such calendar quarter.
"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 Intercreditor Agreement" means the intercreditor
agreement to be entered into by Reorganized Covanta and each of its subsidiaries
party thereto, as borrowers under the First Lien L/C Facility, each of its
subsidiaries party thereto, as borrowers under the Second Lien L/C Facility, the
financial institutions listed therein as lenders, agents and/or trustee
substantially in the form set forth in the Plan Supplement
"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.
"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.
"Estimation Request" means a request for estimation of a Claim
in accordance with the Bankruptcy Code and Bankruptcy Rules.
"Excess Distributable Cash" means (i) as of the Effective
Date, if Additional Distributable Cash is equal to $7.2 million, an amount of
Cash equal to seventy five percent (75%) of Post-Closing Cash in excess of $67.2
million, and (ii) after the Effective Date, an amount of Cash equal to the
amount of excess reserves, if any, as determined in accordance with the proviso
to the definition of Exit Costs.
"Exit Costs" means the Cash costs for consummation of this
Reorganization Plan and, as applicable, the Heber 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 to make
payments with respect to Distributions to holders of Allowed Administrative
Expense Claims (including, without limitation, Allowed Claims for compensation
and reimbursement pursuant to Section 2.3 of this Reorganization Plan and
Allowed Claims with respect to the DIP Financing Facility), Allowed Priority Tax
Claims (but only to the extent paid pursuant to the second sentence of Section
2.4 of this Reorganization Plan), Allowed Class 1 Claims, Allowed Subclass 2A
Claims (to the extent paid in Cash within thirty days of the Effective Date) and
cure payments with respect to assumed executory contracts, (ii) funding a
reserve sufficient to satisfy all anticipated but still unliquidated
Administrative Expense Claims (including, without limitation, unliquidated
Claims for compensation and reimbursement pursuant to Section 2.3 of this
Reorganization Plan and unliquidated Claims with respect to the DIP Financing
Facility), unliquidated Class 1 Claims, unliquidated cure payments with respect
to assumed executory contracts and funding of reserves with respect to Disputed
Claims, (iii) funding the Liquidation Plan Funding Amount, (iv) payment of all
costs and expenses associated with the implementation of this Reorganization
Plan, including, without limitation, all expenses anticipated or required with
respect to the resolution of Claims (including the payment of legal fees in
accordance with Sections 8.6(c) and 11.8(b) of this Reorganization Plan), the
consummation of all transactions contemplated hereunder, obtaining a final
decree closing these Chapter 11 Cases and, to the extent applicable, the Heber
Reorganization Plan, (v) severance costs, (vi) establishment of the Cash Tax
Reserve as defined in and required by section 6.12(b) of the Investment and
Purchase Agreement, including but not limited to tax reserves with respect to
the Geothermal Sale, (vii) payment of any Heber Administrative Claims, (viii)
the transfer of Cash to CPIH such that CPIH shall have $5 million in accounts
under its control, (ix) such other reserves as may be required under one or more
of the Exit Financing Agreements and (without duplication of any other provision
hereof) the Investment and Purchase Agreement, and (x) a reasonable additional
cushion reserve with respect to such Exit Costs; provided, however, that a
reasonable period of time after the Effective Date, seventy five percent (75%)
of any such reserves held in excess of actual Exit Costs shall be considered
Excess Distributable Cash; further, provided, that for purposes of determining
the amount of cushion referred to in clause (x) of this definition and the
period of time referred to in the preceding proviso, such reasonable
determinations shall be mutually agreed upon by Reorganized Covanta, the Plan
Sponsor, the DIP Agents and the Bondholders Committee no later than five (5)
days prior to the last date by which votes to accept or reject this
Reorganization Plan must be submitted .
"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 First Lien L/C Facility, the Second Lien L/C Facility, the New
CPIH Funded Debt, the New CPIH Revolver Facility, the New High Yield Indenture,
the Domestic Intercreditor Agreement and the International Intercreditor
Agreement, 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, AG, New York
branch, as Documentation 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.
"First Lien Facility Commitment Letter" means the commitment
letter from Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated February
20, 2004 providing a commitment of up to approximately $138 million with respect
to the First Lien L/C Facility, subject to the terms and conditions set forth
therein.
"First Lien L/C Facility" means the letter of credit facility,
secured by a first priority lien on the Post-Confirmation Collateral in the
original aggregate face amount of approximately $139 million for purposes of
continuing or replacing the unfunded letter of credit issued and outstanding as
of the Effective Date under Tranche B of the DIP Financing Facility with respect
to the Reorganizing Debtors' Detroit facility and for funding draws with respect
thereto.
"First Lien Lenders" means the Persons named as lenders with
respect to the First Lien L/C Facility or identified as participants with
respect to the First Lien L/C Facility in the First Lien Facility Commitment
Letter and such other holders of Allowed Class 3 Claims that, subject to the
terms of the First Lien Facility Commitment Letter, shall be participants in the
First Lien L/C Facility as of the Effective Date.
"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 after the closing under the Investment and Purchase
Agreement but 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, that have been or shall be assumed or
reinstated in connection with the Reorganization Plan.
"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., (subject to the Effective
Date of the Heber Plan) 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),
confirmed by the Court on November 21, 2003 (Docket No. 2809).
"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 Subclass 3A and 3B 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 of any nature, including any 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.
"International Intercreditor Agreement" means the
intercreditor agreement to be entered into by Reorganized CPIH and each of its
subsidiaries party thereto, certain other Reorganized Debtors, the financial
institutions listed therein as lenders, agents and/or trustees substantially in
the form set forth in the Plan Supplement.
"Investment and Purchase Agreement" means the Investment and
Purchase Agreement, dated as of December 2, 2003, between Covanta and the Plan
Sponsor, without giving effect to any further amendments, supplements or other
modifications.
"Investors" means D.E. Shaw Laminar Portfolios, L.L.C., S.Z.
Investments, LLC and Third Avenue Value Fund, Inc.
"Key Ordinary Course Professional Claim" means an
Administrative Claim of a Person that has been retained by the Debtors pursuant
to the Ordinary Course Professional Order for compensation for services rendered
or reimbursement of costs or expenses in an amount in excess of $30,000 for any
month incurred after the Petition Date and prior to the Effective Date.
"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.
"Liquidation Plan Funding Amount" means the amount that the
Reorganizing Debtors shall fund the Operating Reserve and the Administrative
Expense Claims Reserve pursuant to Section 6.1(a) of the Liquidation Plan.
"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 original aggregate principal amount of
$90 million (subject to adjustment as set forth in the proviso below), with a
stated maturity date of the third anniversary of the Effective Date, bearing
interest at the rate per annum of ten and one half percent (10.5%) (6.0% of such
interest to be paid in cash and the remaining 4.5% to be paid in cash to the
extent available and otherwise such interest shall be paid in kind by adding it
to the outstanding principal balance); provided, however, that on the
Determination Date the aggregate amount of New CPIH Funded Debt issued by
Reorganized CPIH shall be increased dollar for dollar by an amount equal to (if
positive) the difference between (x) $75 million and (y) Total Unsecured Plan
Debt on the Determination Date, but in no event shall such debt exceed $95
million in original principal amount; provided, further that any such increase
in the principal amount of New CPIH Funded Debt shall include the right to
receive interest retroactive to the Effective Date unless payment of retroactive
interest shall be waived by holders of a majority of the New CPIH Funded Debt.
For the avoidance of doubt, Reorganization Plan Unsecured Notes issued to
holders of Allowed Class 6 Claims pursuant to Section 4.6(b) of this
Reorganization Plan shall not be deemed to be included in "Total Unsecured Plan
Debt" as such term is used in the immediately preceding sentence. The New CPIH
Funded Debt shall be secured by a second priority lien on substantially all of
Reorganized CPIH's and its domestic subsidiaries' assets, including, without
limitation, the Equity Interest of CPIH.
"New CPIH Revolver Facility" means the new revolving line of
credit facility, to be arranged by the Plan Sponsor and to be entered into as
part of the Exit Financing Agreements, as an obligation of Reorganized CPIH and
its domestic subsidiaries, 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 subsidiaries.
"New High Yield Indenture" means the indenture to be entered
into by Reorganized Covanta and the Domestic Reorganizing Debtors as part of the
Exit Financing Agreements providing for the issuance by Reorganized Covanta of
notes in the aggregate principal amount of $205 million, which liability will
accrete to approximately $230 million at the stated maturity date.
"New High Yield Secured Notes" means the new notes in the
aggregate principal amount of $205 million (accreting to $230 million at the
stated maturity date), 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.
"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 First Lien Lender.
"Non-Priority Subclass 3A Claims" means all Secured Bank
Claims other than Priority Bank Claims.
"Note Purchase Agreement" means an agreement between the
Priority Bank Lenders that are parties thereto and certain third party investors
regarding the purchase of New High Yield Secured Notes that are to be
distributed in accordance with Section 4.3(c)(II) of this Reorganization Plan,
such purchase to be consummated on or before three (3) Business Days after the
Effective Date.
"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% Indenture" means the indenture entered into by Ogden
Corporation (now known as Covanta) with respect to the 9.25% Debentures.
"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.
"Ogden Put/Call Agreement" means the Ogden Put/Call Agreement,
dated as of December 27th, 1997, between the Reorganizing Debtors and CIBC, as
administrative agent for the holders of the class B preferred shares issued by
Palladium Finance Corporation II, as amended form time to time.
"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.
"Ordinary Course Professional Order" means the Order
Authorizing Employment and Compensation of Professionals Utilized in the
Ordinary Course of Business entered by the Court on April 2, 2002 (Docket No.
47).
"Ownership Change Limitation" means any issuance of common
stock of the Plan Sponsor that would otherwise result in an ownership change
under Section 382(g) of the U.S. Internal Revenue Code of 1986, as amended,
computed by substituting "48.75 percentage points" for "50 percentage points"
where such phrase appears in Section 382(g)(1)(A) of the U.S. Internal Revenue
Code of 1986, as amended.
"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 or any direct or indirect
international subsidiary of a Reorganizing Debtor that will continue operating
following the Effective Date, 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; and further provided
that Parent and Holding Company Guarantee Claims shall not include the guarantee
or indemnity Claims of any insurers or issuers of surety bonds, unless the Court
specifically determines that any such claim should be entitled to such
classification or treatment.
"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 Allowed Deficiency Claims of the holders of 9.25% Debentures only with
respect to that portion of such Allowed Deficiency Claims 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
Investment and Purchase Agreement, the Exit Financing Agreements and shall be
treated as if incorporated herein.
"Plan Sponsor" means Danielson Holding Corporation, a Delaware
corporation.
"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, other than Equity Interests of Reorganized 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, on the Effective
Date, the Closing Cash Balance, as such term is defined pursuant to the
Investment and Purchase Agreement.
"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 or
Reorganization Plan Notes, 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 or
Reorganization Plan Notes, including Disputed Claims.
"Project Debt Claim" means any Claim against an Operating
Company Reorganizing Debtor arising under an indenture with respect to bond
indebtedness 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.
"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 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 certain of 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 or after 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 plus the Class 6 Unsecured Notes issued to holders of Allowed Class 6
Claims pursuant to Section 4.6(b) of this Reorganization Plan plus the aggregate
principal amount of such Notes that the Reorganizing Debtors may elect to
distribute to holders of Allowed Class 8 Claims, all to be issued pursuant to
the Covanta Unsecured Subordinated Notes Indenture contained in the
Reorganization Plan Supplement.
"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 6.4 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 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; provided, however, that Retained Professional does
not include those Persons retained pursuant to the Ordinary Course Professional
Order except to the extent such Persons shall assert a Key Ordinary Course
Professional Claim.
"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.
"Second Lien L/C Facility" means the new letter of credit and
revolving credit facility, arranged by the Investors and to be entered into as
part of the Exit Financing Agreements, as an obligation of the Domestic
Reorganizing Debtors, secured by a second priority lien on the Post-Confirmation
Collateral, junior only to duly perfected and unavoidable prior liens, including
the lien with respect to the First Lien L/C Facility, providing for commitments
for issuance of certain letters of credit and a revolving line of credit in an
aggregate amount up to $118.0 million (with a sublimit of $10 million
established with respect to the revolving line of credit), for purposes of
supporting the Domestic Reorganizing Debtors business operations, as more
particularly described therein.
"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 Subclass 3A and 3B Total Distribution" means the
total Distribution to Allowed Subclass 3A Claims and Allowed Subclass 3B Claims
under this Reorganization Plan, consisting of: (i) Distributable Cash, (ii)
Additional Distributable Cash (if any), (iii) Excess Distributable Cash (if
any), (iv) the New High Yield Secured Notes, and (v) New CPIH Funded Debt.
"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 that are
properly payable under the applicable indenture, and (iii) 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
Subclass 3A and 3B Total Distribution made to holders of Allowed Subclass 3A
Claims or Allowed Subclass 3B Claims in the form of either Distributable Cash,
Additional Distributable Cash or New High Yield Secured Notes, 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 First Lien Lender or a Non-Participating Lender and it being further
understood that any Distribution of one form of Secured Value Distribution as
provided hereunder shall be in lieu of the right to receive an equivalent amount
of any other form of Secured Value Distribution.
"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 Additional
Distributable Cash (if any), Excess Distributable Cash (if any), New High Yield
Secured Notes and New CPIH Funded Debt 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 amount of each of Additional Distributable Cash (if
any), Excess Distributable Cash (if any), New High Yield Secured Notes and New
CPIH Funded Debt with an aggregate Estimated Recovery Value, determined as of
the Effective Date, equal to $10.5 million; it being understood that, with
respect to any Accepting Bondholder that is a First Lien Lender, the percentage
of New High Yield Secured Notes included in the Settlement Distribution with
respect to any such Accepting Bondholder shall be increased over the amount of
New High Yield Secured Notes that would have been included in such Accepting
Bondholders' pro rata portion of the Settlement Distribution were it not a First
Lien Lender so that such Accepting Bondholder's pro rata portion of the
aggregate Settlement Distribution shall be equal in amount to twelve and one
half percent (12.5%) of each type of recovery (including Distributable Cash) of
such Accepting Bondholder; provided, however, that the Settlement Distribution
shall not include any right or opportunity arising pursuant to the DHC Rights
Offering or the Class 3B Stock Offering. With respect to that portion of the
Settlement Distribution consisting of New High Yield Secured Notes, the
Reorganized Debtors shall have the option to delay issuance of any such Notes
until immediately after such time as the Disbursing Agent, in consultation with
the Class 6 Representative, elects to make an interim or final Distribution to
holders of Allowed Class 6 Claims in accordance with Section 8.7 of this
Reorganization Plan; provided, however, that in the event that the Reorganized
Debtors shall elect to delay issuance of New High Yield Secured Notes with
respect to the Settlement Distribution, any subsequent Distribution of New High
Yield Secured Notes shall include all accrued interest, whether made in Cash or
otherwise, that a holder of such Notes would have been entitled to receive for
the period from the Effective Date through and including the Date of such
subsequent Distribution.
"Specified Personnel" means any officer, director or employee
of any Reorganizing Debtor, but only if and to the extent, in each case, such
party served in such capacity on or after the Petition Date and prior to the
Confirmation Date.
"Standby Commitment" shall mean the commitment of the
Investors to make purchases of New High Yield Secured Notes from
Non-Participating Lenders in accordance with the provisions of Section
4.3(c)(IV) of this Reorganization Plan.
"Subclass 3A" means a sub class of Class 3 consisting of all
Secured Bank Claims.
"Subclass 3B" means a sub class of Class 3 Claims consisting
of all Secured Claims of the holders of 9.25% Debentures.
"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 Subclass 3A and 3B 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 Subclass 3A and 3B 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.
"Tax Sharing Agreement" means that certain tax sharing
agreement between the Plan Sponsor and Reorganizing Covanta, substantially in
the form set forth in the Plan Supplement.
"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.
"Total Unsecured Plan Debt" means as of the Determination Date
the sum of (i) the aggregate amount of Reorganization Plan Unsecured Notes to be
issued solely to holders of Allowed Class 4 Claims pursuant to Section 4.4(b) of
this Reorganization Plan, (ii) the aggregate amount of Reorganization Plan
Unsecured Notes to be issued, at the option of the Reorganizing Debtors, to
holders of Allowed Class 8 Claims pursuant to Section 4.8(b) of this
Reorganization Plan and (iii) the aggregate principal amount of periodic cash
payments to be made by Reorganized Covanta with respect to Allowed Priority Tax
Claims in accordance with the terms of Section 2.4 of this Reorganization Plan;
provided, that in the event a majority of holders of the New CPIH Funded Debt
(or their permitted assigns) shall have delivered notice to Reorganized Covanta
and Reorganized CPIH pursuant to clause (iii) of the definition of Determination
Date under this Reorganization Plan, then the Total Unsecured Plan Debt as of
such Determination Date shall also include the aggregate amount of any Disputed
Class 4 Claims and Disputed Tax Priority Claims in the amount asserted by the
holders of such Claims as of such Determination Date.
"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 Debtors or
serving as independent contractors to the 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
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. With respect to each Allowed Priority
Tax Claim, the holder of such Allowed Priority Tax Claim shall be entitled to
receive in full satisfaction, settlement, release, and discharge of and in
exchange for such Allowed Priority Tax Claim, payments in equal semiannual
installments in the aggregate principal amount equal to the amount of such
Allowed Priority Tax Claim payable over a period not exceeding six (6) years
after the date of assessment of the Priority Tax Claim as provided in subsection
1129(a)(9)(C) of the Bankruptcy Code, each such semiannual payment to include
the payment of statutory interest, pursuant to 26 U.S.C. ss. 6621, on the unpaid
portion of such Claim without penalty of any kind, with the first equal
semiannual installment 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.
Notwithstanding the foregoing, subject to the consent of the DIP Agents and the
Bondholders Committee (which consent shall be requested on or before the
Effective Date), the Reorganized Debtors shall have the option, in lieu of
making periodic cash payments to a holder of an Allowed Priority Tax Claim in
accordance with the terms of this Section 2.4 of this Reorganization Plan, to
pay any or all Allowed Priority Tax Claims in Cash, without penalty of any kind,
in an amount equal to the unpaid portion of such Allowed Priority Tax Claim on
the Effective Date or as soon as practical thereafter.
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 (other than amounts outstanding
with respect to Tranche C thereunder) 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 Second Lien L/C 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 First Lien L/C
Facility or the Second Lien L/C Facility (as applicable) or otherwise cash
collateralized in an amount not less than one hundred and five percent (105%) of
the face amount thereof pursuant to documentation in form and substance
satisfactory to the DIP Agents and the issuing banks. 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 First
Lien L/C Facility or the Second Lien L/C Facility (as applicable), 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 First Lien
L/C Facility or Second Lien L/C Facility (as applicable), 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. Contemporaneous with the
termination of the DIP Financing Facility pursuant to this Section 2.5, the DIP
Lenders' commitments and obligations thereunder shall be terminated and the
Debtors shall be deemed to have unconditionally and irrevocably released the DIP
Lenders and DIP Agents from all obligations, claims and liabilities whatsoever
arising thereunder or relating thereto.
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.
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 and Unimpaired Deemed to Accept
the Allowed CIBC Secured Claim
3 Allowed Reorganized Covanta Impaired Entitled to Vote
Secured Claims and Other Secured
Claims
4 Allowed Operating Company Impaired Entitled to Vote
Unsecured Claims
5 Allowed Parent and Holding Unimpaired Deemed to Accept
Company Guarantee Claims
6 Allowed Parent and Holding Impaired Entitled to Vote
Company Unsecured Claims
7 Allowed Convertible Subordinated Impaired Deemed to Reject
Bond Claims
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 conclusively presumed to accept the Reorganization
Plan. The votes of the holders of Class 1 Claims will not be solicited.
4.2 Class 2 - Allowed Project Debt Claims and the Allowed CIBC
Secured Claim.
a. Classification: Class 2 consists of the following two
Subclasses of Allowed Secured Claims: Subclass 2A consists of the Allowed
Project Debt Claims and Subclass 2B consists of the Allowed CIBC Secured Claim.
b. Allowance: The Allowed CIBC Secured Claim shall be equal to
the sum of (i) amount of Canadian $10,740,249.10, (ii) a per diem amount of
Canadian $1,120.73 for each day during the period from December 1, 2003 through
December 24, 2003, and (iii) a per diem amount determined in accordance with the
applicable dividend rate pursuant to the terms of the Class B Palladium
Preferred Shares for each day during the period from December 25, 2003 through
the Effective Date.
c. Treatment: (i) Subclass 2A. On the Effective Date, the
legal, equitable and contractual rights of the holders of Allowed Subclass 2A
Claims will be reinstated in full satisfaction, release and discharge of their
respective Subclass 2A Claims and will remain unaltered under the Reorganization
Plan, except as the Reorganizing Debtors and the holders of Allowed Subclass 2A
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
Effective Date any Secured Project Fees and Expenses. Notwithstanding the
foregoing, no contractual provisions or applicable law that would entitle the
holder of an Allowed Subclass 2A 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.
(ii) Subclass 2B. On the Effective Date, in full settlement,
release and discharge of the Allowed CIBC Secured Claim, CIBC shall apply the
CIBC cash collateral in full satisfaction of such Allowed CIBC Secured Claim.
The remaining balance of the CIBC cash collateral, after satisfaction of the
Allowed CIBC Secured Claim, shall be applied by CIBC first in payment of the
fees and expenses of the mediator with respect to the Canadian loss sharing
litigation and thereafter in payment of a portion of the fees and expenses of
the Canadian Loss Sharing Lenders in connection therewith.
c. Voting: Class 2 Claims are Unimpaired, and the holders of
Allowed Class 2 Claims (including Subclass 2A and Subclass 2B) are conclusively
presumed to accept the Reorganization Plan. The votes of the holders of Class 2
Claims will not be solicited.
4.3 Class 3 - Allowed Secured Claims.
a. Classification: Class 3 consists of certain Allowed Secured
Claims and is divided into three Subclasses. Subclass 3A consists of the Allowed
Secured Bank Claims; Subclass 3B consists of Allowed Secured 9.25% Debenture
Claims; Subclass 3C consists of Allowed Secured Claims other than Project Debt
Claims and Reorganized Covanta Secured 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: Treatment of Subclass 3A and Subclass 3B. On the
Effective Date, holders of Allowed Subclass 3a and Subclass 3B Claims shall
receive the Secured Subclass 3A and 3B Total Distribution in full settlement,
release and discharge of their respective Allowed Subclass 3A and Subclass 3B
Secured Claims. The Secured Subclass 3A and 3B 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 Subclass 3A and 3B Total Distribution shall be segregated into a two
part Initial Distribution whereby (i) the Subclass 3A Recovery shall be
segregated and set aside for holders of Allowed Subclass 3A Claims to be further
distributed in accordance with Section 4.3(c)(II) of this Reorganization Plan,
and (ii) the Subclass 3B Recovery shall be segregated and set aside for holders
of Allowed Subclass 3B Claims to be further distributed in accordance with
Section 4.3(c)(III) of this Reorganization Plan; provided, however, that the
Distributable Cash component of each of the Subclass 3A Recovery and Subclass 3B
Recovery shall be apportioned in the Initial Distribution between Subclass 3A
and Subclass 3B such that each Subclass shall receive the same percentage of
Distributable Cash as, in the case of Subclass 3A, the percentage determined by
dividing the total amount of Allowed Subclass 3A Claims held by First Lien
Lenders by the total amount of all Allowed Class 3 Claims held by First Lien
Lenders, and in the case of Subclass 3B, the percentage determined by dividing
the total amount of Allowed Subclass 3B Claims held by First Lien Lenders by the
total amount of all Allowed Class 3 Claims held by First Lien Lenders; and
further, provided, that the Additional Distributable Cash component of each of
the Subclass 3A Recovery and Subclass 3B Recovery shall be apportioned in the
Initial Distribution between Subclass 3A and Subclass 3B such that each Subclass
shall receive the same percentage of Additional Distributable Cash as, in the
case of Subclass 3A, the percentage determined by dividing the total amount of
Allowed Subclass 3A Claims held by Non-Participating Lenders by the total amount
of all Allowed Class 3 Claims held by Non-Participating Lenders, and in the case
of Subclass 3B, the percentage determined by dividing the total amount of
Allowed Subclass 3B Claims held by Non-Participating Lenders by the total amount
of all Allowed Class 3 Claims held by Non-Participating 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, Additional Distributable Cash and 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, or in the event
such Priority Bank Lender shall have entered into the Note
Purchase Agreement on or before commencement of the
Confirmation Hearing, such Priority Bank Lender shall receive
thereafter New High Yield Secured Notes in a principal amount
equal to the product of (x) the remaining amount of such
Priority Bank Lender's Allowed Priority Bank Claim multiplied
by (y) 1.13636; provided, however, that if for any reason the
note purchases contemplated by the Note Purchase Agreement
shall not have occurred within three Business Days after the
Distribution Date for the New High Yield Secured Notes, upon
the return of all the New High Yield Secured Notes to the
Disbursing Agent by any Priority Bank Lender, the rights and
priorities of such Priority Bank Lenders under the
Intercreditor Agreement shall be reinstated and deemed in full
force and effect and the returned New High Yield Secured Notes
shall be held in escrow by the Disbursing Agent until a full
and final resolution of any such remaining 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
First Lien 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
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 first, to
the extent available, in the form of Additional Distributable
Cash and thereafter in the form of New High Yield Secured
Notes and shall not receive any Distribution of Distributable
Cash.
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 First Lien 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; and provided further that the
Non-Participating Lenders in Subclass 3B that are Accepting
Bondholders shall receive their Secured Value Distribution
first, to the extent available, in the form of Additional
Distributable Cash and thereafter in the form of New High
Yield Secured Notes and shall not receive any Distribution of
Distributable Cash. 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 First Lien 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; and further, provided, that the Non-Participating
Lenders in Subclass 3B that are Rejecting Bondholders shall
receive their Secured Value Distribution first in the form of
Additional Distributable Cash, to the extent available, and
thereafter solely in the form of New High Yield Secured Notes
and shall not receive any Distribution of Distributable Cash.
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.
IV. Standby Commitment. In the event that Additional
Distributable Cash shall be an amount less than $7.2 million, the Investors
shall purchase on the Effective Date from the Non-Participating Lenders on a pro
rata basis an amount of New High Yield Secured Notes equal to the difference
between $7.2 million and the amount of Additional Distributable Cash at a price
equal to the full accreted nominal value of such Notes paid in Cash.
V. Excess Distributable Cash. In the event that after the
Effective Date there shall be Excess Distributable Cash as determined in
accordance with the proviso for the definition of Exit Costs under this
Reorganization Plan, each holder of an Allowed Class 3 Claim as of the Effective
Date or its assign shall receive its Pro Rata Class Share of a Distribution
consisting of any such Excess Distributable Cash in a manner consistent with the
provisions of this Section 4.3 of this Reorganization Plan, as though such
Excess Distributable Cash had been part of the Initial Distribution undertaken
pursuant to Section 4.3(c)(I); provided, that with respect to the Distribution
of Excess Distributable Cash to any Accepting Bondholder, such Excess
Distributable Cash shall be subject to adjustment and modification in accordance
with the provisions of the 9.25% Settlement, 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.
VI. Additional New CPIH Funded Debt. In the event that on the
Determination Date there shall be an increase in the amount of New CPIH Funded
Debt in accordance with the proviso set forth in the definition of New CPIH
Funded Debt, then each holder of an Allowed Class 3 Claim as of the Effective
Date or its assign as permitted pursuant to the New CPIH Funded Debt agreement
shall receive its Pro Rata Class Share of a Distribution consisting of any such
increase in the New CPIH Funded Debt in a manner consistent with the provisions
of this Section 4.3 of this Reorganization Plan, as though such additional New
CPIH Funded Debt had been part of the Initial Distribution undertaken pursuant
to Section 4.3(c)(I); provided, that with respect to the Distribution of such
New CPIH Funded Debt to any Accepting Bondholder, such Distribution shall be
subject to adjustment and modification in accordance with the provisions of the
9.25% Settlement, 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.
VII. Participation in the Class 3B Stock Offering.
Additionally, as an incentive offered by the Plan Sponsor, any holder of an
Allowed Class 3B Claim as of the record date established for voting in
connection with this Reorganization Plan that has voted in favor of this
Reorganization Plan shall have the right to participate on a pro rata basis in
the Class 3B Stock Offering.
Treatment of Subclass 3C. On the Effective Date or as soon as
practicable thereafter, at the option of the Reorganizing Debtors and in
accordance with section 1124 of the Bankruptcy Code, all Allowed Secured Claims
in Subclass 3C will be treated pursuant to one of the following alternatives:
(I) the Reorganization Plan will leave unaltered the legal, equitable and
contractual rights to which each Allowed Secured Claim in Subclass 3C entitles
the holder; (II) the Reorganizing Debtors or Reorganized Debtors shall cure any
default that occurred before or after the Petition Date; the maturity of such
Secured Claim shall be reinstated as such maturity existed prior to any such
default; the holder of such Allowed Secured Claim shall be compensated for any
damages incurred as a result of any reasonable reliance by the holder on any
right to accelerate its claim; and the legal, equitable and contractual rights
of such holder will not otherwise be altered; (III) an Allowed Secured Claim
shall receive such other treatment as the Reorganizing Debtors or Reorganized
Debtor and the holder of such Allowed Secured Claim shall agree; or (IV) all of
the collateral for such Allowed Secured Claim will be surrendered by the
Reorganizing Debtors to the holder of such Claim.
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. The members of Subclass 3C shall vote separately from the
members of Subclasses 3A and 3B.
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, this Reorganization Plan shall not be deemed to impair or expand the
rights of holders of such Allowed Class 4 Claims to pursue any available
insurance to satisfy such Claims; 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; provided however, that
notwithstanding the foregoing, (i) 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, and
(ii) for the period through one year after the Effective Date: (a) no
contractual provisions or applicable law that would require a Reorganizing
Debtor to satisfy any financial criteria or meet any financial condition
measured by reference to such Debtor's most recent annual audited financial
statements with respect to any such Allowed Parent and Holding Company Guarantee
Claims during the pendancy of these Chapter 11 Cases shall be enforceable
against such Reorganizing Debtor, and (b) the Reorganizing Debtors and
Reorganized Debtors shall be deemed to be and to remain in compliance with any
such contractual provision or applicable law regarding financial criteria or
financial condition (other than contractual requirements to satisfy minimum
ratings from ratings agencies). After such year, such financial criteria or
financial condition shall be measured by reference to the applicable Debtor's
most recent annual audited financial statements.
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 for 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 the CPIH Participation
Interest, (ii) such holders Pro Rata Class Share of the Class 6 Unsecured Notes,
and (iii) 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. Distributions to holders of Allowed
Class 6 Claims (including any Distribution with respect to the Settlement
Distribution) shall be made by the Disbursing Agent in accordance with the
provisions of Section 8.7 of this Reorganization Plan. With respect to Allowed
Class 6 Claims for and to the extent which insurance is available, this
Reorganization Plan shall not be deemed to impair or expand the rights of
holders of such Allowed Class 6 Claims to pursue any available insurance to
satisfy such Claims; 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 4.6.
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, at the Reorganizing Debtors' option either: (i) a payment
in Cash, in an amount equal to seventy five percent (75%) of the Allowed amount
of such Class 8 Claim, or (ii) a Distribution of Reorganization Plan Unsecured
Notes in the aggregate principal amount equal to the amount of its Allowed 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
Liquidation Plan Funding Amount, if any.
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.
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 an Impaired 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 by this Reorganization Plan
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 Investment and Purchase Agreement. On the Effective Date,
the Reorganized Debtors are authorized to and shall effect all transactions and
take any actions provided for in or contemplated by the Investment and Purchase
Agreement and, subject to the terms and conditions therein, shall be entitled to
receive payment from the Plan Sponsor of the purchase price as set forth therein
and the Plan Sponsor shall be entitled to receive one hundred percent (100%) of
Reorganized Covanta Common Stock in exchange therefor.
6.3 Consummation of Heber Reorganization Plan. The
implementation of this Reorganization Plan is predicated upon closing of the
Geothermal Sale pursuant to the Heber Reorganization Plan.
6.4 Authorization of Reorganized Covanta Common Stock and
Reorganization Plan Notes. On the Effective Date, Reorganized Covanta is
authorized to and shall issue the Reorganized Covanta Common Stock and the
Reorganization Plan Notes and Reorganized CPIH is authorized to and shall issue
the New CPIH Funded Debt and preferred stock, in accordance with the Investment
and Purchase Agreement. With respect to the Reorganization Plan Notes, the
issuance by Reorganized Covanta shall be in such denominations as necessary to
insure that all creditors holding other than de minimus Allowed Claims shall
receive the recovery to which they are entitled under this Reorganization Plan,
and as otherwise provided under this Reorganization Plan without the need for
any further corporate action.
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 or in the event there are more than $10
million in Rejecting Bondholders' Claims, on the Effective Date all the
agreements and other documents (including, but not limited to, the 9.25%
Indenture) 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; and provided,
further, that notwithstanding the foregoing the Indenture Trustee may be
entitled to a charging lien with respect to any Distribution to holders of
Allowed Subclass 3B Claims made after the Effective Date. 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. The Indenture Trustee shall be relieved of all further duties and
responsibilities related to the 9.25% Indenture, which shall be discharged and
terminated as of the Effective Date. Subject to a determination by Reorganized
Covanta pursuant to Section 7.3(a) of this Reorganization Plan, Wells Fargo Bank
Minnesota may act under the Reorganization Plan as a Disbursing Agent with
respect to payments to be made to holders of Allowed 9.25% Debenture Claims.
Subsequent to any such performance of its obligations as Disbursing Agent, if
any, Wells Fargo Bank Minnesota, National Association and its agents shall be
relieved of all further duties and responsibilities.
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 the identity and affiliations of individuals proposed to serve,
after the Effective Date, as a director or officer of each of the Reorganized
Debtors. Such persons shall be deemed elected or appointed, as the case may be,
pursuant to the Confirmation Order, and such elections or appointments, as the
case may be, shall be effective on or after the Effective Date, without any
requirement of further action by stockholders, other owners or directors of the
Reorganized Debtors.
(b) 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 (i)
the Agent Banks on behalf of the Prepetition Lenders under the Prepetition
Credit Agreement and the related collateral documents and guarantees and (ii)
subject to payment of the Settlement Distribution to holders of Allowed Class 6
Claims, the Accepting Bondholders under the indenture for the 9.25% Debentures
and the related collateral documents, 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) with respect to each Class hereunder
(other than Classes 7 and 13), 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, Covanta
Huntington, Covanta Onondaga and DSS Environmental 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 be
authorized to undertake a corporate restructuring as contemplated by the
Investment and Purchase Agreement, including the issuance of preferred stock in
CPIH to an investor.
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 Deemed Exercise of Put and Intercreditor Adjustment. In
implementation of the resolution of the Allowed CIBC Secured Claim and the
Allowed Secured Claims of the Canadian Loss Sharing Lenders and in connection
with the Ogden Put/Call Agreement, on the Effective Date (i) CIBC, as
administrative agent, will be deemed to exercise, and the Reorganizing Debtors
will be deemed on such date to accept, the put to the Reorganizing Debtors of
the $72 million of the outstanding class B preferred shares issued by Palladium
Finance Corporation II and all rights related thereto, and (ii) the Claim of the
Canadian Loss Sharing Lenders shall be reduced by an amount equal to the
aggregate amount of all loss sharing payments that they have received pursuant
to the Intercreditor Agreement (including any such payment received by them on
the Effective Date).
6.13 Funding the Operating Reserve. On the Effective Date, the
Reorganizing Debtors shall perform their obligations with respect to the
Liquidation Plan by transferring the Liquidation Plan Funding Amount to the
Operating Reserve and the Administrative Expense Claims Reserve.
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 for using Bank of America, N.A., as a Disbursing Agent for
distributions to the Prepetition Lenders or, subject to agreement with Wells
Fargo Bank Minnesota, National Association, for using Wells Fargo Bank Minnesota
as a Disbursing Agent for distributions to holders of 9.25% Debentures after the
Effective Date.
(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) hold Distributions prior to the applicable
Distribution Date with respect thereto, (iii) make all Distributions
contemplated hereby and in accordance with the terms hereof, (iv) employ
professionals to represent it with respect to its responsibilities, and (v)
exercise such other powers as may be vested in the Disbursing Agent by order of
the Court, pursuant to this Reorganization Plan, pursuant to such other
agreement as may be entered into in connection with the implementation and
consummation of 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 or Reorganization Plan Notes 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. Subject to Section 4.3 (V), 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 or Reorganization Plan Notes 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 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 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 or Reorganization Plan Notes not
distributed pursuant to this Section 7.8 will become the property of the
Reorganized Debtors, free of any Liens, encumbrances or restrictions thereon.
Any other provision of this Reorganization Plan notwithstanding, neither the
Reorganized Debtors nor the Disbursing Agent shall be required to make
distributions or payments of fractions of dollars. Whenever any payment of a
fraction of a dollar under this Plan would otherwise be called for, the actual
payment shall reflect a rounding of such fraction to the nearest whole dollar
(up or down), with half dollars or less being rounded down. Any other provision
of this Reorganization Plan notwithstanding, payments of fractions of
Reorganization Plan Notes will not be made and shall be rounded (up or down) to
the nearest whole number, with fractions equal to or less than 1/2 being rounded
down.
7.9 Exemption from Securities Laws. The issuance of the
Reorganization Plan Notes and the CPIH Participation Interest 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 one hundred and twenty (120) 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 one hundred and twenty
(120) 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
nor any other consideration 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
Distribution 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 or Reorganization Plan Notes in an aggregate amount sufficient to
pay to each holder of a Disputed Claim the amount of Cash or Reorganization Plan
Notes 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 or Reorganization Plan Notes
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) Any portion of the Subclass 3B Rejecting Bondholder Recovery
deemed a Disputed Secured Claim pursuant to section 4.3(c)(III) of this
Reorganization Plan 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 a
Subclass 3B Secured Claim that had been deemed a Disputed Secured Claim pursuant
to section 4.3(c)(III) of this Reorganization Plan 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 had been deemed a Disputed Secured Claim
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 Additional Distributable Cash (if
any), Excess Distributable Cash (if any), New High Yield Secured Notes and New
CPIH Funded Debt, 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 then accrued unpaid fees and expenses incurred by
counsel for the Committee in prosecuting the 9.25% Debentures Adversary
Proceeding without regard to such prior limitation, 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.
(e) In the event there are Rejecting Bondholders holding an
aggregate amount of Subclass 3B Claims less than $10 million, the 9.25%
Debentures Adversary Proceeding shall be (i) withdrawn with prejudice with
respect to the Accepting Bondholders and the Indenture Trustee, and (ii)
provided that no holder of a Class 6 Unsecured Claim, or representative thereof,
shall file with the Bankruptcy Court a motion for the entry of a scheduling
order in connection with the resumption of the 9.25% Debentures Adversary
Proceeding within 120 days after the Effective Date, withdrawn without prejudice
with respect to the rights, if any, of any holder of an Unsecured Claim to
challenge the validity of the Allowed Secured Claims of any such Rejecting
Bondholders in their individual capacities; provided, however, that in the event
any holder of a Class 6 Unsecured Claim, or representative thereof, challenges
the validity of the Allowed Secured Claims of any such Rejecting Bondholders
holding an aggregate amount of Subclass 3B Claims of less than $10 million
subsequent to the Effective Date, either in the 9.25% Debentures Adversary
Proceeding or otherwise, the Reorganized Debtors shall not be obligated to
reimburse counsel for such holder of a Class 6 Unsecured Claim, or
representative thereof, for any fees or expenses incurred in connection with
such challenge; and provided, further, that neither the Bondholders Committee or
the Indenture Trustee shall have an obligation to defend or otherwise intervene
in any action against any such Rejecting Bondholders (all such obligations of
the Indenture Trustee, if any did so exist, being terminated along with the
9.25% Indenture pursuant to Section 6.5 of this Reorganization Plan), and
provided that such termination shall not prejudice the prosecution of the 9.25%
Debentures Adversary Proceeding against any such Rejecting Bondholders. In
connection with any such resumption of the 9.25% Debentures Adversary Proceeding
by any holder or holders of Class 6 Unsecured Claims, as herein contemplated,
such holder or holders shall be deemed to be the successor in interest to the
Committee in all respects, acting on behalf of the Debtors for purposes of
prosecuting such 9.25% Debentures Adversary Proceeding.
8.7 Distributions to Allowed Class 6 Claims After the
Effective Date.
(a) The Disbursing Agent shall have the option, subject to
consultation with the Class 6 Representative, to make an interim Distribution
(including any Distributions with respect to the Settlement Distribution) to
holders of Allowed Class 6 Claims before final resolution with respect to the
allowance of all Class 6 Claims, subject to retaining sufficient reserves with
respect to any still Disputed Class 6 Claims in accordance with Section 8.4 of
this Reorganization Plan. From time to time, the Class 6 Representative shall
advise the Disbursing Agent as to the appropriateness of making any such interim
Distribution to the holders of Allowed Class 6 Claims.
(b) The Class 6 Representative shall designate an escrow agent
or depository for the purposes of holding Cash, the CPIH Participation Interest
and any proceeds thereof and the interest in the New CPIH Funded Debt for the
benefit of holders of Allowed Class 6 Claims prior to such time as the
Disbursing Agent makes an interim or final Distribution to holders of Allowed
Class 6 Claims. All costs of implementing and maintaining any such depository or
escrow arrangement shall be paid for from the proceeds of the Distribution to
holders of Allowed Class 6 Claims.
8.8 Release of Funds from Disputed Claims Reserve. If at any
time or from time to time after the Effective Date, there shall be Cash or
Reorganization Plan Notes in the Disputed Claims Reserve account with respect to
Class 6 Claims in an amount in excess of the Reorganizing Debtors' maximum
remaining payment obligations to the then existing holders of Disputed Class 6
Claims 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 Class 6 Claims in accordance with this
Reorganization Plan.
ARTICLE IX
TREATMENT OF EXECUTORY
CONTRACTS AND UNEXPIRED LEASES
9.1 General Treatment. (a) On the Effective Date, and subject
to the provisions of Section 4.5 of this Reorganization Plan, 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, (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, or (iv) is an executory
contract or lease to which any other Reorganizing Debtor or Non-Debtor Affiliate
is counterparty. 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. Notwithstanding the foregoing or
anything in Section 9.2 of this Reorganization Plan, the assumption of that
certain Service Agreement dated as of November 16, 1990, as supplemented and
amended, between Northeast Maryland Waste Disposal Authority (the "Authority")
and Covanta Montgomery, Inc. is expressly conditioned upon Covanta Montgomery,
Inc. providing the Authority with a Guarantor Security Letter of Credit (as
defined in the Service Agreement) that meets the requirements of Section 7.3(f)
of the Service Agreement and shall be maintained in accordance with the
requirements of the Service Agreement.
(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, no later than thirty (30) days after the
Confirmation Date, file with the Court and serve one or more pleadings listing
the cure amounts of all executory contracts or unexpired leases to be assumed,
subject to the Reorganizing Debtors right to amend such pleading or pleadings
any time prior to thirty (30) days after the Confirmation Date. 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 any 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 and Deemed Compliance. (a) 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.
(b) To the extent that any executory contract or unexpired
lease contains a contractual provisions that would require a Reorganizing Debtor
or Reorganized Debtor to satisfy any financial criteria or meet any financial
condition measured by reference to such Debtor's most recent annual audited
financial statements, then upon the assumption of any such executory contract or
unexpired lease the Reorganizing Debtors and Reorganized Debtors shall be deemed
to be and to remain in compliance with any such contractual provision regarding
financial criteria or financial condition (other than contractual requirements
to satisfy minimum ratings from ratings agencies) for the period through one
year after the Effective Date, and thereafter such financial criteria or
financial condition shall be measured by reference to the applicable Debtor's
most recent annual audited financial statements.
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 and the Plan
Sponsor;
(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 confirmation order with respect to the Heber
Reorganization Plan shall have become a Final Order in form and substance
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 the Plan Sponsor, and (iii) provide that the
Liquidating Debtors, the Reorganizing Debtors and the Reorganized 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 and the 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 including, but not limited to the
transfer of the Liquidation Assets to the Liquidating Trust (as such terms are
defined in 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) The conditions precedent to closing under the Investment
and Purchase Agreement shall have been satisfied or waived in accordance with
the terms and provisions thereof;
(e) All regulatory approval necessary or desirable to
effectuate the Reorganization Plan and the transactions contemplated hereunder
shall have been obtained;
(f) Subject to Section 6.8(c), the equity securities of all
the Reorganized Debtors other than Reorganized Covanta shall have been deemed to
revert to ownership by the same entity by which they were held prior to the
applicable Petition Date;
(g) The Exit Financing Agreements shall (i) be substantially
in the form attached to the Investment and Purchase Agreement and (ii) have been
executed and delivered by the parties thereto, and shall be in full force and
effect in accordance with the terms thereof;
(h) The Reorganized Debtors shall have sufficient Cash to make
payment or establish reserves with respect to Exit Costs in accordance with the
definition for such term in this Reorganization Plan;
(i) 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 and the Plan Sponsor, unless such
execution or delivery has been waived by the parties benefited thereby.
10.3 Waiver of Conditions. The Reorganizing Debtors, with the
prior written consent of the Plan Sponsor, 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 June 30, 2004 (which date may be
extended by the Reorganizing Debtors with the prior written consent of the Plan
Sponsor, 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;
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 Heber Debtors' or the Reorganizing Debtors obligations under the
Heber Reorganization Plan or the Liquidating Trustee's obligations under the
Liquidating Plan. 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. (a) 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, Disbursing Agents and attorneys for the
Reorganizing Debtors or Reorganized Debtors, (vi) the Plan Sponsor, (vii) the
Investors and (viii) 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),(v), (vi) or (vii) 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, consummation or implementing the Investment and
Purchase Agreement (except, with respect to the Plan Sponsor and the Investors,
as explicitly provided pursuant to the Investment and Purchase Agreement);
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. Nothing in this Section 11.7 shall limit the liability or
obligation of an issuer of a letter of credit to the beneficiary of such letter
of credit or obligations of the Plan Sponsor under the Investment and Purchase
Agreement.
(b) Notwithstanding any other provision of this Reorganization
Plan, no holder of a Claim or Interest, no other party in interest, none of
their respective agents, employees, representatives, financial advisors,
attorneys, or affiliates, and no successors or assigns of the foregoing, shall
have any right of action against any Debtor, Reorganizing Debtor, Reorganized
Debtor, Liquidating Debtor, Heber Debtor, Specified Personnel, the Creditors'
Committee and any subcommittee thereof, the Agent Banks, the DIP Agents and the
steering committee for the holders of the Secured Bank Claims, the Bondholders
Committee, the Plan Sponsor, the Investors, the Disbursing Agents, nor any
statutory committee, nor any of their respective present or former members,
officers, directors, employees, advisors or attorneys, for any or omission in
connection with, related to, or arising out of, the Chapter 11 Cases,
formulating, negotiating or implementing this Reorganization Plan, formulating,
negotiating, consummating or implementing the Investment and Purchase Agreement
(except, with respect to the Plan Sponsor and the Investors, as explicitly
provided pursuant to the Investment and Purchase Agreement), solicitation of
acceptances of this Reorganization Plan, the pursuit of confirmation of this
Reorganization Plan, the confirmation, consummation or administration of this
Reorganization Plan or the property to be distributed hereunder, except for
gross negligence or willful misconduct.
(c) Nothing in this section 11.7 of the Reorganization Plan
shall (i) be construed to exculpate any entity from liability with respect to an
act or omission to the extent that such act or omission is determined by a Final
Order to have constituted fraud, gross negligence, willful misconduct, criminal
conduct or misuse of confidential information that causes damages, or (ii) to
the extent applicable, limit the liability of the professionals representing the
Debtors, the Reorganized Debtors, the Creditors' Committee, the Bondholders
Committee, the Indenture Trustee or the Agent Banks to their respective clients
pursuant to DR 6-102 of the New York Code of Professional Responsibility.
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, the Agent Banks, the Prepetition Lenders, the
DIP Lenders, the DIP Agents and the holders of the 9.25% Debentures) and rights
of the Reorganizing Debtors that arose before or after the applicable Petition
Date, and asserting any rights of counterclaim and set-off, as discussed further
below, 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 Counsel for purpose of evaluating the Class 6
Litigation Claims. The Class 6 Counsel shall have the exclusive right to enforce
any such Class 6 Litigation Claim as it deems appropriate to be brought, subject
only to the written consent of the Plan Sponsor, which shall not be unreasonably
withheld. On and after the Effective Date, the Reorganizing Debtors shall be
responsible for payment of reasonable legal fees and expenses to the Class 6
Counsel 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 Counsel 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, the Plan Sponsor, Disbursing Agent
or the Investors, (iii) creating, perfecting, or enforcing any encumbrance of
any kind against any such Reorganizing Debtor or Reorganized Debtor, the Plan
Sponsor, Disbursing Agent or the Investors 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, the Plan Sponsor, any Disbursing Agent or the Investors 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; further, provided, that nothing in this Section 11.9 shall prevent any
beneficiary under a letter of credit issued in connection with claims against or
obligations of the Reorganizing Debtors or the Liquidating Debtors from taking
the actions necessary to make a demand or draw under such letter of credit and
nothing in this Section 11.9 shall limit the liability or obligation of the
issuer of such letter of credit. 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 matter subject to the exculpation provision set forth in Section
11.7 hereof, including, without limitation, in respect of the Reorganizing
Debtors' prepetition liabilities or other liabilities satisfied pursuant to this
Reorganization Plan. By directly or indirectly 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 Liquidating Debtors,
the Heber Debtors, the Plan Sponsor, the Investors and the Liquidating Debtors',
Heber Debtors', Plan Sponsors' and Reorganizing Debtors' respective present or
former officers, directors, employees, partners, members, advisors, attorneys,
financial advisors, accountants, investment bankers and other professionals, and
the Committee's, the steering committee for the holders of the Secured Bank
Claims and the Bondholders 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, and the Plan Sponsor, the Investors,
the Chapter 11 Cases, the Heber Reorganization Plan, the Liquidation Plan, the
Investment and Purchase Agreement or the Reorganization Plan; provided that, the
release granted pursuant to this Section 11.10 shall in no way effect or release
the Claims arising prior to the respective Petition Dates, if any, of holders of
the Debtors' public securities against parties other than the Reorganizing
Debtors; and further provided that nothing in this Reorganization Plan shall
effect a release in favor of any Person other than the Reorganizing Debtors with
respect to any debt owed to the United States Government or any regulatory
agency thereof, any state, city or municipality for any liability of such Person
arising under (i) the Internal Revenue Code, or any state, city or municipal tax
code, (ii) the environmental laws of the United States, any state, city or
municipality, (iii) any criminal laws of the United States, any state, city or
municipality, or (iv) any liability arising under federal securities laws; and
further provided that, with respect to the Plan Sponsor and the Investors,
nothing herein shall release the Plan Sponsor or the Investors with respect to
obligations pursuant to their contractual obligations under the Investment and
Purchase Agreement and the documents executed in connection therewith or as
specifically provided pursuant to this Reorganization Plan; and further provided
that, with respect to any party to the Exit Financing Agreements, nothing herein
shall release any such parties with respect to obligations pursuant to their
contractual obligations, if any, under the Exit Financing Agreements or as
otherwise provided pursuant to this 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 the
DIP Financing Agreement and Section 5.5 of this Reorganization Plan, the
Reorganizing Debtors reserve the right: (i) 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; provided, however, that
any such amendment or modification shall require the prior written consent of
the Plan Sponsor, (ii) 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; and (iii) 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.
Addtionally, the Reorganizing Debtors reserve their rights to
redesignate Debtors as Reorganizing 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 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 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 binding 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:
(a) if to the Reorganizing Debtors:
Covanta Energy Corporation
c/o CLEARY GOTTLIEB STEEN & HAMLTON
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.
(b) if to the Plan Sponsor:
Danielson Holding Corporation
2 North Riverside Plaza
Suite 600
Chicago, Illinois 60606
Attn: Philip Tinkler
And
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 W. Wacker Drive
Suite 2100
Chicago, Illinois 60606
Attn: Timothy R. Pohl, 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: March 2, 2004
COVANTA ENERGY CORPORATION
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ACQUISITION, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ALEXANDRIA/ARLINGTON, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA BABYLON, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA BESSEMER, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA BRISTOL, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA CUNNINGHAM ENVIRONMENTAL SUPPORT, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ENERGY AMERICAS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ENERGY CONSTRUCTION, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ENERGY GROUP, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ENERGY INTERNATIONAL, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ENERGY RESOURCE CORP.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ENERGY SERVICES, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ENERGY WEST, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ENGINEERING SERVICES, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA FAIRFAX, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA GEOTHERMAL OPERATIONS HOLDINGS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA GEOTHERMAL OPERATIONS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HEBER FIELD ENERGY, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HENNEPIN ENERGY RESOURCE CO., L.P.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HILLSBOROUGH, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HONOLULU RESOURCE RECOVERY VENTURE
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HUNTINGTON LIMITED PARTNERSHIP
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HUNTINGTON RESOURCE RECOVERY ONE CORP.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HUNTINGTON RESOURCE RECOVERY SEVEN CORP.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HUNTSVILLE, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HYDRO ENERGY, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HYDRO OPERATIONS WEST, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA HYDRO OPERATIONS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA IMPERIAL POWER SERVICES, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA INDIANAPOLIS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA KENT, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA LANCASTER, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA LEE, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA LONG ISLAND, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA MARION LAND CORP.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA MARION, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA MID-CONN, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA MONTGOMERY, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA NEW MARTINSVILLE HYDRO-OPERATIONS CORP.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA OAHU WASTE ENERGY RECOVERY, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ONONDAGA FIVE CORP.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ONONDAGA FOUR CORP.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ONONDAGA LIMITED PARTNERSHIP
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ONONDAGA OPERATIONS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ONONDAGA THREE CORP.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ONONDAGA TWO CORP.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA ONONDAGA, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA OPERATIONS OF UNION, LLC
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA OPW ASSOCIATES, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA OPWH, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA PASCO, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA PLANT SERVICES OF NEW JERSEY, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA POWER DEVELOPMENT OF BOLIVIA, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA POWER DEVELOPMENT, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA POWER EQUITY CORP.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA POWER INTERNATIONAL HOLDINGS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA PROJECTS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA PROJECTS OF HAWAII, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA PROJECTS OF WALLINGFORD, L.P.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA RRS HOLDINGS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA SECURE SERVICES, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA SIGC GEOTHERMAL OPERATIONS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA STANISLAUS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA SYSTEMS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA UNION, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA WALLINGFORD ASSOCIATES, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA WASTE TO ENERGY OF ITALY, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA WASTE TO ENERGY, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA WATER HOLDINGS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA WATER SYSTEMS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
COVANTA WATER TREATMENT SERVICES, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
DSS ENVIRONMENTAL, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
ERC ENERGY II, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
ERC ENERGY, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
HEBER FIELD ENERGY II, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
HEBER LOAN PARTNERS
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
OPI QUEZON, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
THREE MOUNTAIN OPERATIONS, INC.
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
THREE MOUNTAIN POWER, LLC
By: /s/ Jeffrey R. Horowitz
-----------------------------------------------
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, 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 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 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 Acquisition, Inc. 02-40861(CB)
Covanta Energy Corporation 02-40841(CB)
Covanta Energy Group, Inc. 03-13707(CB)
Covanta Energy International, Inc. 03-13706(CB)
Covanta Energy West, Inc. 02-40871(CB)
Covanta Power Development of Bolivia, Inc. 02-40856(CB)
Covanta Power Development, Inc. 02-40855(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 Plant 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 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 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, 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, 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 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 Plant Services of New Jersey, Inc. 02-40900 (CB)
Covanta Power Development of Bolivia, Inc. 02-40856 (CB)
Covanta Power Development, Inc. 02-40855 (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 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 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
Name of Rejecting Debtor Name and Address Description of Contract
that is the of the Counterparty
Party to the Contract (or Other Party)
to the Contract
- ------- --------------------------- --------------------------------- ------------------------------------------------
1. Covanta Energy Americas, Allegheny Energy Supply Co. Confidentiality and Nondisclosure Agreement,
Inc. 10435 Downsville Pike dated October 12, 2001.
Hagerstown, MD 21740-1766
- ------- --------------------------- --------------------------------- ------------------------------------------------
2. Covanta Energy Americas, Barclays Capital Confidentiality Agreement, dated as of March
Inc. 5 the North Colonnade 14, 2001.
Canary Wharf
London E14 4BB
- ------- --------------------------- --------------------------------- ------------------------------------------------
3. Covanta Energy Americas, Black Hills Energy Capital Confidentiality and Nondisclosure Agreement,
Inc. P.O. Box 14000 dated 2001.
Rapid City, SD 57709
- ------- --------------------------- --------------------------------- ------------------------------------------------
4. Covanta Energy Americas, BP Energy Company Confidentiality Agreement, dated October 17,
Inc. 501 Westlake Park Boulevard 2001.
Houston, TX 77079
- ------- --------------------------- --------------------------------- ------------------------------------------------
5. Covanta Energy Americas, Calpine Corporation Confidentiality and Nondisclosure Agreement,
Inc. 4160 Dublin Blvd. dated October 4, 2001.
Dublin, CA 94568-3139
- ------- --------------------------- --------------------------------- ------------------------------------------------
6. Covanta Energy Americas, CES Acquisition Corp. Confidentiality and Nondisclosure Agreement,
Inc. 76 Greene Street, 4th Floor dated October 4, 2001.
New York, NY 10012
- ------- --------------------------- --------------------------------- ------------------------------------------------
7. Covanta Energy Americas, CMS Marketing Serv & Trading Confidentiality and Nondisclosure Agreement,
Inc. 330 Town Center Drive dated October 25, 2001.
Suite 1100
Dearborn, MI 48126
- ------- --------------------------- --------------------------------- ------------------------------------------------
8. Covanta Energy Americas, Conoco Global Power Confidentiality and Nondisclosure Agreement,
Inc. Conoco Center dated October 17, 2001.
P.O. Box 2197
Houston, TX 77252-2197
- ------- --------------------------- --------------------------------- ------------------------------------------------
9. Covanta Energy Americas, Coral Energy, L.P. Confidentiality and Nondisclosure Agreement.
Inc. 700 Fanin, Suite 700
Houston, TX 77010
- ------- --------------------------- --------------------------------- ------------------------------------------------
10. Covanta Energy Americas, Edison Mission Energy Confidentiality and Nondisclosure Agreement,
Inc. 18101 Von Karma Ave., dated October 16, 2001.
Suite 200
Irvine, CA 92612
- ------- --------------------------- --------------------------------- ------------------------------------------------
11. Covanta Energy Americas, EPCOR Power Development Confidentiality and Nondisclosure Agreement,
Inc. Corporation dated September 19, 2001.
10065 Jasper Avenue, 18 Fl
Edmonton, Alberta
Canada T5J 3B1
- ------- --------------------------- --------------------------------- ------------------------------------------------
12. Covanta Energy Americas, Ernst & Young LLP Confidentiality Agreement, dated October 11,
Inc. 1133 Avenue of the Americas 2001.
New York, NY 10036
- ------- --------------------------- --------------------------------- ------------------------------------------------
13. Covanta Energy Americas, FPL Energy LLC Confidentiality and Nondisclosure Agreement,
Inc. 700 Universe Boulevard dated January 11, 2002.
Juno Beach, FL 33408
- ------- --------------------------- --------------------------------- ------------------------------------------------
14. Covanta Energy Americas, GE Capital Services Structured Confidentiality and Nondisclosure Agreement,
Inc. Finance Group, Inc. dated October 18, 2001.
120 Long Ridge Road, 3rd Fl.
Stamford, CT 06927
- ------- --------------------------- --------------------------------- ------------------------------------------------
15. Covanta Energy Americas, Global Tradelinks Confidentiality and Nondisclosure Agreement,
Inc. 451 Pebble Beach Place dated February 25, 2001.
Fullerton, CA 92835
- ------- --------------------------- --------------------------------- ------------------------------------------------
16. Covanta Energy Americas, Horizon Power, Inc. Confidentiality and Nondisclosure Agreement,
Inc. 10 Lafayette Square dated October 12, 2001.
Buffalo, NY 14203
- ------- --------------------------- --------------------------------- ------------------------------------------------
17. Covanta Energy Americas, Innogy America LLC Confidentiality and Nondisclosure Agreement,
Inc. 303 East Wacker Drive dated October 8, 2001.
Suite 1200
Chicago, IL 60601
- ------- --------------------------- --------------------------------- ------------------------------------------------
18. Covanta Energy Americas, Mt. Wheeler Power, Inc. Confidentiality Agreement, dated as of June
Inc. P.O. Box 1110 28, 2000.
Ely, NV 89301
- ------- --------------------------- --------------------------------- ------------------------------------------------
19. Covanta Energy Americas, National Energy Systems Co. Confidentiality and Nondisclosure Agreement,
Inc. 335 Parkplace, Suite 110 dated October 29, 2001.
Kirkland, WA 98033
- ------- --------------------------- --------------------------------- ------------------------------------------------
20. Covanta Energy Americas, Unions Signatory-Project Labor Ogden Power Corporation Guaranty for the
Inc. c/o Mark Joseph, Esq. Project Labor Agreement, dated July 13, 2000.
651 Gateway Blvd., #900
South San Francisco, CA 96002
- ------- --------------------------- --------------------------------- ------------------------------------------------
21. Covanta Energy Americas, Wartsila North America, Inc. PRI Premium, True-Up Agreement dated February
Inc. 201 Defense Hwy., Suite 100 1, 2002.
Annapolis, MD 21401-7052
- ------- --------------------------- --------------------------------- ------------------------------------------------
22. Covanta Energy Corporation Aelita Network Management Agreement, dated April 2003.
Jill Mastroianni
6500 Emerald Parkway, Ste. 400
Dublin, OH 43016
- ------- --------------------------- --------------------------------- ------------------------------------------------
23. Covanta Energy Aircraft Services Corporation Agreement, dated January 8, 1993, among
Corporation 120 Long Ridge Road Aircraft Services Corporation, Resource
Stamford, CT 06927 Recovery Business Trust 1991-B, Covanta
Projects, Inc, Covanta Energy Corporation, and
Michigan Waste Energy, Inc., as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
24. Covanta Energy Corporation Alexandria Sanitation Auth. Guaranty, dated as of October 1, 1985, by
835 South Payne Street Covanta Energy Corporation in favor of the
P.O. Box 1205 City of Alexandria, VA, Arlington County, VA,
Alexandria, VA 22313 the Alexandria Sanitation Authority, Arlington
Solid Waste Authority, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
25. Covanta Energy Corporation Alexandria Sanitation Auth. Retrofit Guaranty, dated as of November 10,
835 South Payne Street 1998, by Covanta Energy Corporation to and for
P.O. Box 1205 the benefit of the City of Alexandria, VA,
Alexandria, VA 22313 Arlington County, VA, the Industrial
Development Authority of Arlington.
- ------- --------------------------- --------------------------------- ------------------------------------------------
26. Covanta Energy Corporation Allstate Insurance Company Guaranty Agreement, dated January 30, 1992.
Attn: Financial Law Division
Allstate Plaza South G5D
Northbrook, IL 60062
- ------- --------------------------- --------------------------------- ------------------------------------------------
27. Covanta Energy Corporation Arlington County, VA Retrofit Guaranty, dated as of November 10,
1400 North Courthouse Road 1998, by Covanta Energy Corporation to and for
Attn: County Manager the benefit of the City of Alexandria, VA,
Arlington, VA 22201 Arlington County, VA, the Industrial
Development Authority of Arlington.
- ------- --------------------------- --------------------------------- ------------------------------------------------
28. Covanta Energy Corporation Arlington County, VA Guaranty, dated as of October 1, 1985, by
Attn: County Manager Covanta Energy Corporation in favor of the
1400 North Courthouse Road City of Alexandria, VA, Arlington County, VA,
Arlington, VA 22201 the Alexandria Sanitation Authority, Arlington
Solid Waste Authority, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
29. Covanta Energy Corporation Arlington Solid Waste Auth. Guaranty, dated as of October 1, 1985, by
1400 North Courthouse Road Covanta Energy Corporation in favor of the
Arlington, VA 22201 City of Alexandria, VA, Arlington County, VA,
the Alexandria Sanitation Authority, Arlington
Solid Waste Authority, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
30. Covanta Energy Corporation Arlington Solid Waste Auth. Retrofit Guaranty, dated as of November 10,
1400 North Courthouse Road 1998, by Covanta Energy Corporation to and for
Arlington, VA 22201 the benefit of the City of Alexandria, VA,
Arlington County, VA, the Industrial
Development Authority of Arlington.
- ------- --------------------------- --------------------------------- ------------------------------------------------
31. Covanta Energy Corporation Avondale Industries, Inc. Letter Agreement, dated August 11, 1986,
P.O. Box 22 regarding settlement of insurance claims and
Boston, MA 02128 insurance premium adjustments.
- ------- --------------------------- --------------------------------- ------------------------------------------------
32. Covanta Energy Corporation Balaji Power Corp. Private Ltd O&M Guarantee, dated April 25, 2000 relating
n/k/a Madurai Power Corp. Pvt. to Balaji Project n/k/a Madurai Project.
Ltd.
Flat G-1, Seshadri Manor
Sestradri Road
Alwarpet, Chennai 600 018
India
- ------- --------------------------- --------------------------------- ------------------------------------------------
33. Covanta Energy Corporation Ceridian Corporation Time and attendance annual support.
120 Eagle Rock Ave.
East Hanover, NJ 07936
- ------- --------------------------- --------------------------------- ------------------------------------------------
34. Covanta Energy Corporation Ceridian HR/Payroll Service and Support Agreement,
4345 Security Parkway dated January 2000.
New Albany, IN 47150
- ------- --------------------------- --------------------------------- ------------------------------------------------
35. Covanta Energy Corporation City and County of Honolulu Operating Guaranty Agreement, dated December
530 South King Street 21, 1992, by Covanta Energy Corporation for
Honolulu, HI 96813 the benefit of The City and County of Honolulu.
- ------- --------------------------- --------------------------------- ------------------------------------------------
36. Covanta Energy Corporation City of Alexandria Guaranty, dated as of October 1, 1985, by
City Hall Covanta Energy Corporation in favor of the
301 King Street City of Alexandria, Arlington County, VA, the
Alexandria, VA 22313 Alexandria Sanitation Authority, Arlington
Solid Waste Authority, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
37. Covanta Energy Corporation City of Alexandria Retrofit Guaranty, dated as of November 10,
City Hall 1998, by Covanta Energy Corporation to and for
301 King Street the benefit of the City of Alexandria,
Alexandria, VA 22313 Arlington County, VA, the Industrial
Development Authority of Arlington.
- ------- --------------------------- --------------------------------- ------------------------------------------------
38. Covanta Energy Corporation City of Bristol Guaranty, dated as of August 1, 1985, under
111 North Main Street the Project Agreement and Service Agreement,
Bristol, CT 06010 dated August 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
39. Covanta Energy Corporation City of Bristol Confirmation of Guaranty, dated August 1, 1985.
111 North Main Street
Bristol, CT 06010
- ------- --------------------------- --------------------------------- ------------------------------------------------
40. Covanta Energy Corporation City of Huntsville Guaranty, dated June 1, 1988, by Covanta
Attn: Executive Director Energy Corporation for the benefit of The
P.O. Box 308 Solid Waste Disposal Authority of the City of
Huntsville, AL 35804-0308 Huntsville, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
41. Covanta Energy Corporation City of Indianapolis Guaranty, dated as of December 1, 1985, by
Department of Public Works Covanta Energy Corporation to and for the
2460 City-County Building benefit of the City of Indianapolis made in
Indianapolis, IN 46204 connection with the Amended and Restated
Service Agreement, dated as of September 23,
1985, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
42. Covanta Energy Corporation City of Modesto Guaranty Agreement, dated May 1, 1990, by
801 11th Street Covanta Energy Corporation to and for the
Modesto, CA 95354 benefit of the County of Stanislaus and the
City of Modesto of the obligations of Covanta
Stanislaus, Inc. under the Service Agreement,
dated June 30, 1986, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
43. Covanta Energy Corporation City of New Britain Guaranty, dated as of August 1, 1985, under
City Hall the Project Agreement and Service Agreement,
21 West Main Street dated August 1, 1985, by Debtor of obligations
New Hartford, CT 06057 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
44. Covanta Energy Corporation City of New Britain Confirmation of Guaranty, dated August 1, 1985.
City Hall
21 West Main Street
New Hartford, CT 06057
- ------- --------------------------- --------------------------------- ------------------------------------------------
45. Covanta Energy Corporation CLP Power International Ltd Confidentiality Agreement, dated August 15,
CMG Asia Tower, 22nd Fl. 2001.
15 Canton Rd.
Kowloon, Hong Kong
- ------- --------------------------- --------------------------------- ------------------------------------------------
46. Covanta Energy Corporation Connecticut Light & Power Co. Electricity Guarantee, dated as of August 1,
c/o NE Utilities Service Co. 1985, and Confirmation of Guarantee dated
P.O. Box 270 December 1, 1993, by Covanta Energy
Hartford, CT 06141 Corporation to and for the benefit of the
Connecticut Light and Power Company.
- ------- --------------------------- --------------------------------- ------------------------------------------------
47. Covanta Energy Corporation Connecticut Resource Recovery Guaranty, dated as of February 1, 1990,
Authority guaranteeing the performance of the
Attn: President Wallingford Resource Recovery Associates, L.P.
100 Constitution Plaza, 17th Fl. for the benefit of Connecticut Resources
Hartford, CT 06103 Recovery Authority.
- ------- --------------------------- --------------------------------- ------------------------------------------------
48. Covanta Energy Corporation Copyright Clearance Center Inc Annual Authorizations Service Repertory
Attn: Bruce Funkhouser License Agreement.
222 Rosewood Drive
Danvers, MA 01923
- ------- --------------------------- --------------------------------- ------------------------------------------------
49. Covanta Energy Corporation County of Fairfax Covanta Energy Corporation Guaranty, dated
12000 Government Center Pkwy., February 1, 1998, made by Covanta Energy
Ste. 552 Corporation to and for the benefit of Fairfax
Fairfax, VA 22035 County and the Authority.
- ------- --------------------------- --------------------------------- ------------------------------------------------
50. Covanta Energy Corporation County of Hennepin Parent Company Guarantee, dated July 8, 2003,
A-2307 Government Center with the County of Hennepin.
Minneapolis, MN 55487
Attention: County Administrator
- ------- --------------------------- --------------------------------- ------------------------------------------------
51. Covanta Energy Corporation County of Kent Guaranty Agreement, dated as October 1, 1987,
300 Monroe Avenue, N.W. by Covanta Energy Corporation for the benefit
Grand Rapids, Ml 49503 of the 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
52. Covanta Energy Corporation County of Stanislaus Guaranty Agreement, dated May 1, 1990, by
1100 H. Street Covanta Energy Corporation to and for the
Modesto, CA 95354 benefit of the County of Stanislaus and the
City of Modesto of the obligations of Covanta
Stanislaus, Inc. under the Service Agreement,
dated June 30, 1986, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
53. Covanta Energy Corporation County of Stanislaus Guaranty Agreement, dated July 1, 1986 by
1100 H. Street Covanta Energy Corporation to and for the
Modesto, CA 95354 benefit of the City of Modesto, and the County
of Stanislaus. Debtor guarantees performance
of the obligations of Stanislaus Waste Energy
Company, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
54. Covanta Energy Corporation Covanta Haverhill Associates Service Agreement Guarantee, dated August 13,
40 Lane Road 1998, by Covanta Energy Corporation in favor
Fairfield, NJ 07007 of Covanta Haverhill Associates of the
obligations of Covanta Haverhill under the
Service Agreement, dated August 1, 1998
- ------- --------------------------- --------------------------------- ------------------------------------------------
55. Covanta Energy Corporation Detroit Edison Company Guarantee Agreement, dated as of December 12,
2000 Second Avenue 1992, between Covanta Energy Corporation and
Detroit, Ml 48226 Detroit Edison Company.
- ------- --------------------------- --------------------------------- ------------------------------------------------
56. Covanta Energy Corporation Doble Engineering Company Service & Engineering Agreement, dated
85 Walnut Street September 27, 1995, as amended.
Watertown, MA 02472
- ------- --------------------------- --------------------------------- ------------------------------------------------
57. Covanta Energy Corporation F. Browne Gregg Guaranty, dated November 10, 1988, by Covanta
1616 S. 14th Street Energy Corporation for the benefit of F.
Leesburg, FL 327480 Browne Gregg. Covanta Energy Corporation
guarantees the performance of Covanta Systems,
Inc.1
- ------- --------------------------- --------------------------------- ------------------------------------------------
58. Covanta Energy Corporation Fairfax County Solid Waste Covanta Energy Corporation Guaranty, dated
Authority February 1, 1998, made by Covanta Energy
c/o Director of Public Works Corporation to and for the benefit of Fairfax
3930 Pender Drive County and the Authority.
Fairfax, VA 22030
- ------- --------------------------- --------------------------------- ------------------------------------------------
59. Covanta Energy Corporation Fox Paine & Company LLC Confidentiality Agreement.
90 Tower Lane
Suite 1150
Foster City, CA 94409
- ------- --------------------------- --------------------------------- ------------------------------------------------
60. Covanta Energy Corporation GE Capital Com. Fin. Inc. Confidentiality Agreement.
Attn: Cyntra Trani
335 Madison Ave., 12th Fl.
New York, NY 10017
- ------- --------------------------- --------------------------------- ------------------------------------------------
61. Covanta Energy Corporation Greater Detroit Res. Rec. Auth Guarantee Agreement, dated as of July 1, 1996,
5700 Russell Street, Bld. A by Covanta Energy Corporation to and for the
Detroit, Ml 48226 benefit of the Greater Detroit Resource
Recovery Authority.
- ------- --------------------------- --------------------------------- ------------------------------------------------
62. Covanta Energy Corporation Hillsborough County Guaranty, dated as of January 9, 1985, by
925 E. Twiggs Street Covanta Energy Corporation for the benefit of
P.O. Box 1110 Hillsborough County (the 1985 Guaranty).
Tampa, FL 33601
- ------- --------------------------- --------------------------------- ------------------------------------------------
63. Covanta Energy Corporation Hillsborough County Letter Agreement, dated May 13, 1998, by
925 E. Twiggs Street Covanta Energy Corporation, ratifying and
P.O. Box 1110 confirming Covanta Energy Corporations
Tampa, FL 33601 continuing obligation under the 1985 Guaranty.
- ------- --------------------------- --------------------------------- ------------------------------------------------
64. Covanta Energy Corporation Houlihan, Lockey, Howard & Zukin Confidentiality Agreement, dated March 14,
Attn: Eric Seigert 2002.
225 S. Sixth St., Suite. 4950
Minneapolis, MN 55402
- ------- --------------------------- --------------------------------- ------------------------------------------------
65. Covanta Energy Corporation ICICI Limited Share Retention and Financial Support
ICICI Towers Agreement, dated April 25, 2000.
5th Fl., Bandra Kurla Complex
Mumbai 400-051, India
- ------- --------------------------- --------------------------------- ------------------------------------------------
66. Covanta Energy Corporation Industrial Development Auth. of Guaranty, dated as of December 1, 1986, by
the City of Alexandria Covanta Energy Corporation in favor of the
#1 Courthouse Plaza Industrial Development Authority of the City
2100 Clarendon Blvd., Ste 302 of Alexandria.
Arlington, VA 22201
- ------- --------------------------- --------------------------------- ------------------------------------------------
67. Covanta Energy Corporation Kekst & Company, Inc. Confidentiality Agreement.
Attn: Eric Berman
437 Madison Ave., 19th Fl.
New York, NY 10022
- ------- --------------------------- --------------------------------- ------------------------------------------------
68. Covanta Energy Corporation Lancaster County SWMA Guaranty, dated as of September 25, 1987,
1299 Old Harrisburg Pike guaranteeing the performance of Covanta
P.O. Box 4425 Lancaster, Inc. under the Design and
Lancaster, PA 17604 Construction Agreement and Service Agreement,
as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
69. Covanta Energy Corporation Lee County Guaranty, dated as of July 16, 1990, to and
2178 McGregor Blvd. for the benefit of Lee County, as amended.
Fort Myers, FL 33901
- ------- --------------------------- --------------------------------- ------------------------------------------------
70. Covanta Energy Corporation Marion County Guaranty, dated September 19, 1984, to and for
Marion County Courthouse the benefit of Marion County, as amended.
555 Court Street NE
Salem, OR 97309
- ------- --------------------------- --------------------------------- ------------------------------------------------
71. Covanta Energy Corporation Michigan Waste Energy, Inc. Agreement, dated January 8, 1993, among
40 Lane Road, CN-2615 Aircraft Services Corporation, Resource
Fairfield, NJ 07007-2615 Recovery Business Trust 1991-B, Covanta
Projects, Inc, Covanta Energy Corporation, and
Michigan Waste Energy, Inc., as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
72. Covanta Energy Corporation Michigan Waste Energy, Inc. Agreement among PMCC, Resource Recovery
40 Lane Road, CN-2615 Business Trust 1991-A, Covanta Projects, Inc.,
Fairfield, NJ 07007-2615 Covanta Energy Corporation, and Michigan Waste
to Energy, Inc., as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
73. Covanta Energy Corporation Mission Funding Zeta First Amended and Restated Guaranty, dated
1801 Von Kerman Avenue January 30, 1992, by Covanta Energy
Suite 1700 Corporation for the benefit of Mission Funding
Irvine, CA 92715-1046 Zeta and Pitney Bowes, in connection with
Covanta Huntington Resource Recovery Nine
Corporation.
- ------- --------------------------- --------------------------------- ------------------------------------------------
74. Covanta Energy Corporation NE Maryland Waste Disp. Auth. Guaranty Agreement, dated as of November 16,
25 South Charles Street 1990, guaranteeing the performance of Covanta
Suite 2105 Montgomery, Inc. under the Service Agreement,
Baltimore, MD 21201 dated as of November 16, 1990, as amended.
Montgomery County DEP
Attn: Director
101 Monroe Street
Rockville, Maryland 20850
- ------- --------------------------- --------------------------------- ------------------------------------------------
75. Covanta Energy Corporation New England Power Company Covanta Energy Corporation Guarantee, dated as
U.S. Gen New England, Inc. of December 23, 1986, by Covanta Energy
25 Research Drive Corporation in favor of New England Power
Westborough, MA 01582 Company (now USGen New England, Inc., as
assignee), in connection with agreement with
Ogden Haverhill Associates.
- ------- --------------------------- --------------------------------- ------------------------------------------------
76. Covanta Energy Corporation Norex Professional Information Services Contract.
15815 Franklin Tr.
Prior Lake, MN 55372
- ------- --------------------------- --------------------------------- ------------------------------------------------
77. Covanta Energy Corporation Onondaga County Resource Second Amended and Restated Guaranty
Recovery Agency Agreement, dated October 10, 2003.
Attn: Executive Director
100 Elmwood Davis Road
Syracuse, NY 13212
- ------- --------------------------- --------------------------------- ------------------------------------------------
78. Covanta Energy Corporation Pasco County Guaranty, dated April 19, 1989, by Debtor of
County Administrator the obligations of Covanta Pasco, Inc. under
7530 Little Road the Construction Agreement and Service
New Port Richey, FL 33553 Agreement, dated March 28, 1989, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
79. Covanta Energy Corporation PC Helps Software Support from Desktop Applications
One Bala Plaza Contract.
Bala Cynwyd, PA 19004
- ------- --------------------------- --------------------------------- ------------------------------------------------
80. Covanta Energy Corporation Pitney Bowes Credit Corp. First Amended and Restated Guaranty, dated
201 Merritt Seven January 30, 1992, by Covanta Energy
Norwalk, CT 06865-5151 Corporation for the benefit of Mission Funding
Zeta and Pitney Bowes, in connection with
Covanta Huntington Resource Recovery Nine
Corporation.
- ------- --------------------------- --------------------------------- ------------------------------------------------
81. Covanta Energy Corporation PMCC Leasing Corporation Agreement among PMCC, Resource Recovery
200 First Stamford Place Business Trust 1991-A, Covanta Projects, Inc.,
Stamford, CT 06902 Covanta Energy Corporation, and Michigan Waste
to Energy, Inc., as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
82. Covanta Energy Corporation Portland General Electric Co. Guaranty, dated as of September 10, 1984, by
121 S.W. Salmon Street Covanta Energy Corporation and Covanta
Portland, OR 97204 Systems, Inc. of the obligations of
Trans-Energy-Oregon, Inc. under the Agreement
for the Sale of Electrical Energy.
- ------- --------------------------- --------------------------------- ------------------------------------------------
83. Covanta Energy Resource Recovery Business Agreement, dated January 8, 1993, among
Corporation Trust 1991-B Aircraft Services Corporation, Resource
Wilmington Trust Company Recovery Business Trust 1991-B, Covanta
Rodney Square North Projects, Inc, Covanta Energy Corporation, and
1100 N. Market Street Michigan Waste Energy, Inc., as amended.
Wilmington, DE 19899
- ------- --------------------------- --------------------------------- ------------------------------------------------
84. Covanta Energy Corporation Resource Recovery Business Agreement among PMCC, Resource Recovery
Trust 1991-A Business Trust 1991-A, Covanta Projects, Inc.,
Wilmington Trust Company Covanta Energy Corporation, and Michigan Waste
Rodney Square North to Energy, Inc., as amended.
1100 N. Market Street
Wilmington, DE 19899
- ------- --------------------------- --------------------------------- ------------------------------------------------
85. Covanta Energy Corporation Salomon Smith Barney Confidentiality Agreement and Engagement
Attn: Damien Mitchell Letter.
388 Greenwich Street
New York, NY 10013
- ------- --------------------------- --------------------------------- ------------------------------------------------
86. Covanta Energy Corporation Salomon Smith Barney Confidentiality Agreement.
Attn: Greg Dalvito
7 World Trade Ct. 31st Fl.
New York, NY 10048
- ------- --------------------------- --------------------------------- ------------------------------------------------
87. Covanta Energy Corporation Samayanallur Power Inv. Pvt. Share Retention and Financial Support
Ltd. Agreement, dated April 25, 2000.
Mr. Shivkumar Reddy
1 Ramakrishna St.
T-Nagar Chennai 600017 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
88. Covanta Energy Corporation SG Securities (HK) Ltd. Confidentiality Agreement between Covanta
41/F Edinburgh Tower Energy Corporation and SG Securities (HK) Ltd.
15 Queens Road dated August 16, 2001.
Central Hong Kong
- ------- --------------------------- --------------------------------- ------------------------------------------------
89. Covanta Energy Corporation State Street Bank Liquidated Damages Guarantee, dated July 7,
(fka CT Bank and Trust Co. N.A.) 1993.
Corporate Trust Dept.
One Constitution Plaza
Hartford, CT 06115
- ------- --------------------------- --------------------------------- ------------------------------------------------
90. Covanta Energy Corporation Summit Bank Subordinated Rent Guaranty Agreement, dated
Attn: Corporate Trust Dept. June 1, 1998, in connection with the Facility
210 Main Street Lease Agreement, dated as of June 15, 1998.
Hackensack, NJ 07602
- ------- --------------------------- --------------------------------- ------------------------------------------------
91. Covanta Energy Corporation SWDA of Huntsville Guaranty Agreement, dated as of June 1, 1988
5251 Triana Blvd. by Covanta Energy Corporation for the benefit
Huntsville, AL 35805 of the Solid Waste Disposal Authority of the
City of Huntsville, as amended.
- ------- --------------------------- --------------------------------- ------------------------------------------------
92. Covanta Energy Corporation Tenaska, Inc. Confidentiality Agreement between Covanta
1044 North 115th Street Energy Corporation and Tenaska, Inc., dated
Suite 400 October 11, 2001.
Omaha, NE 68154
- ------- --------------------------- --------------------------------- ------------------------------------------------
93. Covanta Energy Corporation Town of Babylon Guarantee of the performance of Covanta
Town Hall Babylon, Inc. under the Service Agreement for
200 East Sunrise Highway the benefit of the Town of Babylon, Town of
Lindenhurst, NY 11757 Babylon Industrial Development Agency, dated
December 20, 1985.
- ------- --------------------------- --------------------------------- ------------------------------------------------
94. Covanta Energy Corporation Town of Babylon Ind. Dev. Agency Guarantee of the performance of Covanta
400 West Main Street Babylon, Inc. under the Service Agreement for
Babylon, NY 11702 the benefit of the Town of Babylon, Town of
Babylon Industrial Development Agency, dated
December 20, 1985.
- ------- --------------------------- --------------------------------- ------------------------------------------------
95. Covanta Energy Corporation Town of Berlin Guaranty, dated as of August 1, 1985, under
Town Hall the Project Agreement and Service Agreement,
240 Kensington Road dated August 1, 1985, by Debtor of obligations
Berlin, CT 06037 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
96. Covanta Energy Corporation Town of Berlin Confirmation of Guaranty, dated August 1, 1985.
Town Hall
240 Kensington Road
Berlin, CT 06037
- ------- --------------------------- --------------------------------- ------------------------------------------------
97. Covanta Energy Corporation Town of Branford Guaranty, dated as of August 1, 1985, under
Branford Town Hall the Project Agreement and Service Agreement,
1019 Main Street dated August 1, 1985, by Debtor of obligations
P.O. Box 150 of Covanta Bristol, Inc., as amended by the
Branford, CT 06405 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
98. Covanta Energy Corporation Town of Branford Confirmation of Guaranty, dated August 1, 1985.
Branford Town Hall
1019 Main Street
P.O. Box 150
Branford, CT 06405
- ------- --------------------------- --------------------------------- ------------------------------------------------
99. Covanta Energy Corporation Town of Burlington Guaranty, dated as of August 1, 1985, under
200 Spielman Highway the Project Agreement and Service Agreement,
Burlington, CT 06013 dated August 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
100. Covanta Energy Corporation Town of Burlington Confirmation of Guaranty, dated August 1, 1985.
200 Spielman Highway
Burlington, CT 06013
- ------- --------------------------- --------------------------------- ------------------------------------------------
101. Covanta Energy Corporation Town of Hartland Guaranty, dated as of August 1, 1985, under
22 South Road the Project Agreement and Service Agreement,
Hartland, CT 06027 dated August 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
102. Covanta Energy Corporation Town of Hartland Confirmation of Guaranty, dated August 1, 1985.
22 South Road
Hartland, CT 06027
- ------- --------------------------- --------------------------------- ------------------------------------------------
103. Covanta Energy Corporation Town of Huntington Amended and Restated Guaranty Agreement, dated
Town Hall as of June 29, 1989 by Covanta Energy
100 Main Street Corporation for the Town of Huntington.
Huntington, NY 11743
- ------- --------------------------- --------------------------------- ------------------------------------------------
104. Covanta Energy Corporation Town of Plainville Guaranty, dated as of August 1, 1985, under
Municipal Center the Project Agreement and Service Agreement,
1 Central Square dated August 1, 1985, by Debtor of obligations
Plainville, CT 06062 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
105. Covanta Energy Corporation Town of Plainville Confirmation of Guaranty, dated August 1, 1985.
Municipal Center
1 Central Square
Plainville, CT 06062
- ------- --------------------------- --------------------------------- ------------------------------------------------
106. Covanta Energy Corporation Town of Plymouth Guaranty, dated as of August 1, 1985, under
Town Hall the Project Agreement and Service Agreement,
19 East Main Street dated August 1, 1985, by Debtor of obligations
Terryville, CT 06786 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
107. Covanta Energy Corporation Town of Plainville Confirmation of Guaranty, dated August 1, 1985.
Municipal Center
1 Central Square
Plainville, CT 06062
- ------- --------------------------- --------------------------------- ------------------------------------------------
108. Covanta Energy Corporation Town of Prospect Guaranty, dated as of August 1, 1985, under
36 Center Street the Project Agreement and Service Agreement,
Prospect, CT 06712 dated August 1, 1985, by Debtor of obligations
Attention: Mayor 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
109. Covanta Energy Corporation Town of Prospect Confirmation of Guaranty, dated August 1, 1985.
36 Center Street
Prospect, CT 06712
Attention: Mayor
- ------- --------------------------- --------------------------------- ------------------------------------------------
110. Covanta Energy Corporation Town of Prospect Agreement, dated December 17, 1987, Respecting
36 Center Street Guarantee for the Town of Wolcott, the Town of
Prospect, CT 06712 Prospect and the Town of Warren.
Attention: Mayor
- ------- --------------------------- --------------------------------- ------------------------------------------------
111. Covanta Energy Corporation Town of Seymour Guaranty, dated as of August 1, 1985, under
One First Street the Project Agreement and Service Agreement,
Seymour, CT 06483 dated August 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
112. Covanta Energy Corporation Town of Seymour Confirmation of Guaranty, dated August 1, 1985.
One First Street
Seymour, CT 06483
- ------- --------------------------- --------------------------------- ------------------------------------------------
113. Covanta Energy Corporation Town of Southington Guaranty, dated as of August 1, 1985, under
Town Hall the Project Agreement and Service Agreement,
75 Main Street dated August 1, 1985, by Debtor of obligations
Southington, CT 06489 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
114. Covanta Energy Corporation Town of Southington Confirmation of Guaranty, dated August 1, 1985.
Town Hall
75 Main Street
Southington, CT 06489
- ------- --------------------------- --------------------------------- ------------------------------------------------
115. Covanta Energy Corporation Town of Warren Guaranty, dated as of August 1, 1985, under
c/o David Miles, Esq. the Project Agreement and Service Agreement,
P.O. Box 25 dated August 1, 1985, by Debtor of obligations
Warren, CT 06754 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
116. Covanta Energy Corporation Town of Warren Confirmation of Guaranty, dated August 1, 1985.
c/o David Miles, Esq.
P.O. Box 25
Warren, CT 06754
- ------- --------------------------- --------------------------------- ------------------------------------------------
117. Covanta Energy Corporation Town of Warren Agreement, dated December 17, 1987, Respecting
c/o David Miles, Esq. Guarantee for the Town of Wolcott, the Town of
P.O. Box 25 Prospect and the Town of Warren.
Warren, CT 06754
- ------- --------------------------- --------------------------------- ------------------------------------------------
118. Covanta Energy Corporation Town of Washington Guaranty, dated as of August 1, 1985, under
Town Hall Washington Depot the Project Agreement and Service Agreement,
Washington Depot, CT 06794 dated August 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
119. Covanta Energy Corporation Town of Washington Confirmation of Guaranty, dated August 1, 1985.
Town Hall Washington Depot
Washington Depot, CT 06794
- ------- --------------------------- --------------------------------- ------------------------------------------------
120. Covanta Energy Corporation Town of Wolcott Guaranty, dated as of August 1, 1985, under
Town Hall the Project Agreement and Service Agreement,
10 Kenea Avenue dated August 1, 1985, by Debtor of obligations
Wolcott, CT 06716 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.
- ------- --------------------------- --------------------------------- ------------------------------------------------
121. Covanta Energy Corporation Town of Wolcott Confirmation of Guaranty, dated August 1, 1985.
Town Hall
10 Kenea Avenue
Wolcott, CT 06716
- ------- --------------------------- --------------------------------- ------------------------------------------------
122. Covanta Energy Corporation Town of Wolcott Agreement, dated December 17, 1987, Respecting
Town Hall Guarantee for the Town of Wolcott, the Town of
10 Kenea Avenue Prospect and the Town of Warren.
Wolcott, CT 06716
- ------- --------------------------- --------------------------------- ------------------------------------------------
123. Covanta Energy Corporation Transcanada Energy Ltd. Confidentiality Agreement between Covanta
450-1st Street SW Energy Corporation and Transcanada Energy Ltd.
Calgary dated August 23, 2001.
Alberta, Canada T2P 5H1
- ------- --------------------------- --------------------------------- ------------------------------------------------
124. Covanta Energy Corporation Union County Utilities Authority Guaranty Agreement, dated June 1, 1998 from
Routes 1 & 9 North Covanta Energy Corporation for the benefit of
Rahway, N.J. 07065 Covanta Union, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
125. Covanta Energy Corporation Union County Utilities Authority Subordinated Rent Guaranty Agreement, dated
Routes 1 & 9 North June 1, 1998, in connection with the Facility
Rahway, NJ 07085 Lease Agreement, dated as of June 15, 1998.
- ------- --------------------------- --------------------------------- ------------------------------------------------
126. Covanta Energy Corporation United American Energy Corp. Confidentiality and Engagement Letter.
50 Tice Boulevard
Woodcliff Lake, NJ 07677
- ------- --------------------------- --------------------------------- ------------------------------------------------
127. Covanta Energy Corporation Wisvest Corporation Confidentiality Agreement, dated December 14,
NI6 W23217 Stone Ridge Drive 2001.
Suite 100
Waukesha, WI 53188
- ------- --------------------------- --------------------------------- ------------------------------------------------
128. Covanta Energy Group, Inc. ACR Lucent Brick LSMS Support Agreement.
185-1 Industrial Pkwy S.
Branchburg, NJ 08876
- ------- --------------------------- --------------------------------- ------------------------------------------------
129. Covanta Energy Group, Inc. ACR Netscreen Support; Hardware and Technical
185-1 Industrial Pkwy. Support (Fairfield, NJ) Agreement No. 23096.
Branchburg, NJ 08876
- ------- --------------------------- --------------------------------- ------------------------------------------------
130. Covanta Energy Group, Inc. ACR Netscreen Support; Hardware and Technical
185-1 Industrial Pkwy. Support (remote locations) Agreement No. 23798.
Branchburg, NJ 08876
- ------- --------------------------- --------------------------------- ------------------------------------------------
131. Covanta Energy Group, Inc. Adobe Systems Incorporated Bi-Annual Support Agreement, dated July 2003,
345 Park Avenue for PDF Creator for 29 people.
San Jose, CA 95110-2704
- ------- --------------------------- --------------------------------- ------------------------------------------------
132. Covanta Energy Group, Inc. Allan Industries, Inc. Contract Services Agreement, Janitorial
270 Roackaway Services.
Rockaway, NJ 07866
- ------- --------------------------- --------------------------------- ------------------------------------------------
133. Covanta Energy Group, Inc. American Ash Recycling Corp. Nondisclosure Agreement, dated October 30,
6622 Southport Drive S. 1997.
Suite 310
Jacksonville, FL 32216
- ------- --------------------------- --------------------------------- ------------------------------------------------
134. Covanta Energy Group, Inc. Archives Systems, Inc. Records Storage Services Contract.
25 Commerce Road
Fairfield, NJ 07004
- ------- --------------------------- --------------------------------- ------------------------------------------------
135. Covanta Energy Group, Inc. AT&T Wireless Services Cellular Phone Volume Discount Agreement.
P.O. Box 97061
Redmond, WA 98073
- ------- --------------------------- --------------------------------- ------------------------------------------------
136. Covanta Energy Group, Inc. AT&T Frame/Relay (GA # NCS2295) and Internet
25 Corporate Drive Services Agreement.
Room 32B15
Bridgewater, NJ 08807
- ------- --------------------------- --------------------------------- ------------------------------------------------
137. Covanta Energy Group, Inc. Barlow Projects, Inc. Confidentiality Agreement, dated February 5,
2000 Vermont Drive 2002.
Suite 200
Fort Collins, CO 80525
- ------- --------------------------- --------------------------------- ------------------------------------------------
138. Covanta Energy Group, Inc. Barlow Projects, Inc. Confidentiality Agreement, dated August 28,
2000 Vermont Drive 2001.
Suite 200
Fort Collins, CO 80525
- ------- --------------------------- --------------------------------- ------------------------------------------------
139. Covanta Energy Group, Inc. Cable Express Cisco Smartnet Hardware Support Contract.
5404 South Bay Road
Syracuse, NY 13221
- ------- --------------------------- --------------------------------- ------------------------------------------------
140. Covanta Energy Group, Inc. Carrier Commercial Service Service on HVAC Equipment.
1095 Cranbury-So. River Rd #23
Jamesburg, NJ 08831
- ------- --------------------------- --------------------------------- ------------------------------------------------
141. Covanta Energy Group, Inc. Cingular Wireless Handheld Wireless Monthly Service Contract.
10 Woodbridge Center Drive
Woodbridge, NJ 07095
- ------- --------------------------- --------------------------------- ------------------------------------------------
142. Covanta Energy Group, Inc. Citibank, N.A. Reserves Guarantee Agreement, dated June 15,
111 Wall Street, 5th Floor 2001.
Zone 2
New York, NY 10005
- ------- --------------------------- --------------------------------- ------------------------------------------------
143. Covanta Energy Group, Inc. Citrix Preferred Support Services Agreement.
6400 NW 6th Way
Fort Lauderdale, FL 33322
- ------- --------------------------- --------------------------------- ------------------------------------------------
144. Covanta Energy Group, Inc. Connected Computer Asset Management Agreement.
100 Pennsylvania Ave.
Framingham, MA 01701
- ------- --------------------------- --------------------------------- ------------------------------------------------
145. Covanta Energy Group, Inc. Connecticut Resources Recovery Guarantee, dated December 22, 2000, from
100 Constitution Plaza Covanta Energy Group, Inc. to the Connecticut
17th Floor Resources Recovery Authority.
Hartford, CT 06103
- ------- --------------------------- --------------------------------- ------------------------------------------------
146. Covanta Energy Group, Inc. Control Environmental Services Landscaping Service Contract (Customer No.
737 Now Durham Road 10077).
Edison, NJ 08817
- ------- --------------------------- --------------------------------- ------------------------------------------------
147. Covanta Energy Group, Inc. Doble Engineering Company Service and Equipment Agreement, dated
85 Walnut St. September 30, 1997, as amended.
Watertown, MA 02172
- ------- --------------------------- --------------------------------- ------------------------------------------------
148. Covanta Energy Group, Inc. eEye Digital Retina Enterprise Intrusion Testing Contract.
One Columbia, Ste. 100
Aliso Viejo, CA 92656
- ------- --------------------------- --------------------------------- ------------------------------------------------
149. Covanta Energy Group, Inc. Elron Software Message Inspector Annual Maintenance Contract.
7 New England Exec. Park
Burlington, MA 01803
- ------- --------------------------- --------------------------------- ------------------------------------------------
150. Covanta Energy Group, Inc. Energy Answers Corp. Confidentiality Agreement, dated December 1,
79 N. Pearl St. 2000.
Albany, NY 12207
- ------- --------------------------- --------------------------------- ------------------------------------------------
151. 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
- ------- --------------------------- --------------------------------- ------------------------------------------------
152. Covanta Energy Group, Inc. Exxon Mobil Rsch & Dev. Co. Settlement Agreement re: Thermal DeNOx
Attn: Legal Department Process License and Engineering Agreements.
1545 Route 22 East
Annandale, NJ 08801
- ------- --------------------------- --------------------------------- ------------------------------------------------
153. Covanta Energy Group, Inc. Front Range/HEAT Annual Maintenance and Support Contract for
Dept. 1027 HEAT System.
Denver, CO 80263
- ------- --------------------------- --------------------------------- ------------------------------------------------
154. Covanta Energy Group, Inc. IBM RISC 6000 Software Maintenance Contract.
4800 Falls of the Beuse Road
Raleigh, NC 27609
- ------- --------------------------- --------------------------------- ------------------------------------------------
155. Covanta Energy Group, Inc. IBM RISC 6000 Hardware Maintenance Contract.
4800 Falls of the Beuse Road
Raleigh, NC 27609
- ------- --------------------------- --------------------------------- ------------------------------------------------
156. Covanta Energy Group, Inc. Ind. Development Bank of India Undertaking to Maintain Controlling Interest,
IDBI Tower, WTC Complex dated January 5, 2001, related to the
Cuffe Parade Samalpatti, India project.
Mumbai 400 005 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
157. Covanta Energy Group, Inc. Ind. Development Bank of India Undertaking to Maintain Controlling Interest
IDBI Tower, WTC Complex in Ogden Energy India (Samalpatti) Limited,
Cuffe Parade dated December16, 1999.
Mumbai 400 005 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
158. Covanta Energy Group, Inc. Ind. Development Bank of India Undertaking for Overrun/Shortfall, dated
IDBI Tower, WTC Complex December 16, 1999.
Cuffe Parade
Mumbai 400 005 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
159. Covanta Energy Group, Inc. Ind. Development Bank of India Undertaking for Overrun/Shortfall, dated
IDBI Tower, WTC Complex January 5, 2001.
Cuffe Parade
Mumbai 400 005 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
160. Covanta Energy Group, Inc. Ind. Development Bank of India O&M Guarantee, dated December 16, 1999, by
IDBI Tower, WTC Complex Covanta Energy Group, Inc. for the benefit of
Cuffe Parade Samalpatti Power Company Private Limited.
Mumbai 400 005 India
Samalpatti Power Company
Third Cross Road, 1st Floor
Raja Annamalaipuram
Chennai 600 028
India
- ------- --------------------------- --------------------------------- ------------------------------------------------
161. Covanta Energy Group, Inc. Ind. Fin. Corp. of India, Ltd Undertaking to Maintain Controlling Interest
142, Mahatma Ghandi Road in Ogden Energy India (Samalpatti) Limited,
Post Box 3318 dated December16, 1999.
Chennai 600 034 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
162. Covanta Energy Group, Inc. Ind. Fin. Corp. of India, Ltd Undertaking for Overrun/Shortfall, dated
142, Mahatma Ghandi Road December 16, 1999.
Post Box 3318
Chennai 600 034 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
163. Covanta Energy Group, Inc. Ind. Fin. Corp. of India, Ltd Undertaking for Overrun/Shortfall, dated
142, Mahatma Ghandi Road January 5, 2001.
Post Box 3318
Chennai 600 034 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
164. Covanta Energy Group, Inc. Infrastructure Development Fin Undertaking to Maintain Controlling Interest
2nd Fl., Ramon House in Ogden Energy India (Samalpatti) Limited,
169, Backbay Reclamation dated January 5, 2001.
Mumbai 400 020 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
165. Covanta Energy Group, Inc. Infrastructure Development Fin Undertaking for Overrun/Shortfall, dated
2nd Fl., Ramon House December 16, 1999.
169, Backbay Reclamation
Mumbai 400 020 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
166. Covanta Energy Group, Inc. Infrastructure Development Fin O&M Guarantee, dated December 16, 1999, by
2nd Fl., Ramon House Covanta Energy Group. Inc. for the benefit of
169, Backbay Reclamation Samalpatti Power Company Private Limited.
Mumbai 400 020 India
Samalpatti Power Company
Third Cross Road, 1st Floor
Raja Annamalaipuram
Chennai 600 028
India
- ------- --------------------------- --------------------------------- ------------------------------------------------
167. Covanta Energy Group, Inc. Infrastructure Development Fin Undertaking for Overrun/Shortfall, dated
2nd Fl., Ramon House January 5, 2001.
169, Backbay Reclamation
Mumbai 400 020 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
168. Covanta Energy Group, Inc. iPass Inc. Dial-up Internet Access Service Agreement,
Mark Cooper signed May 2003.
30 Greenvale Rd.
Cherry Hill, NJ 08034
- ------- --------------------------- --------------------------------- ------------------------------------------------
169. Covanta Energy Group, Inc. John Hancock Life Insurance Co. Confidentiality and Nondisclosure Agreement,
200 Claredon Street dated December 11, 2001.
T-57-09
Boston, MA 02117
- ------- --------------------------- --------------------------------- ------------------------------------------------
170. Covanta Energy Group, Inc. Liebert Global Services Computer Center LIPS Maintenance Contract.
610 Executive Campus Drive
Westerville, OH 43082
- ------- --------------------------- --------------------------------- ------------------------------------------------
171. Covanta Energy Group, Inc. Lucent Yearly Remote Network to ASIA, dated August
Mark McKenna 2002.
100 Eagle Rock Ave.
East Hanover, NJ 07936
- ------- --------------------------- --------------------------------- ------------------------------------------------
172. Covanta Energy Group, Inc. Maintech Sun Service Sun Service/Maintenance on Hardware and
39 Paterson Ave. Software Agreement.
Wallington. NJ 07057-1160
- ------- --------------------------- --------------------------------- ------------------------------------------------
173. Covanta Energy Group, Inc. Mckeon-Grano Associates Temporary Engineering Support.
Elmwood Park Plaza
475 Market Street
Elmwood Park, NJ 07407
- ------- --------------------------- --------------------------------- ------------------------------------------------
174. Covanta Energy Group, Inc. Mettler Toledo Scalehouse Software Support Agreement.
912 Langdon Court
Annapolis, MD 21403
- ------- --------------------------- --------------------------------- ------------------------------------------------
175. Covanta Energy Group, Inc. Micro Focus Corporate Offices PSoft Cobol Compiler Annual Contract, dated
9420 Key West Avenue November 2002.
Rockville, MD 20850
- ------- --------------------------- --------------------------------- ------------------------------------------------
176. Covanta Energy Group, Inc. Microsoft SA Desktop and Network Software Agreement, signed
Denise Bevard June 2002.
6100 Neil Rd., Ste. 210
Reno, NV 89511-1137
- ------- --------------------------- --------------------------------- ------------------------------------------------
177. Covanta Energy Group, Inc. Morgan Stanley & Co., Inc. Confidentiality Agreement, dated December 7,
Attn.: Peter J. Marquis 1999.
1585 Broadway
New York, NY 10036
- ------- --------------------------- --------------------------------- ------------------------------------------------
178. Covanta Energy Group, Inc. MRO Software Maximo Maintenance Management Software and
600 Worcester St. Support Agreement.
Natick, MA 01760-2072
- ------- --------------------------- --------------------------------- ------------------------------------------------
179. Covanta Energy Group, Inc. Ncoteris Headquarters Yearly Support for Remote Access, dated May
940 Stewart Drive 2003.
Sunnyvale, CA 94085
- ------- --------------------------- --------------------------------- ------------------------------------------------
180. Covanta Energy Group, Inc. NEPC Consortium Power, Ltd. Guarantee, dated as of April 2, 1999, by
11th Fl. 1/8 A Rokega Sharani Covanta Energy Group, Inc. with respect to
Sher-E-Bangla Nagar Dhaka 1207 obligations of Ogden Bangladesh Operating,
Bangladesh Inc. under the Plant Operation and Maintenance
Agreement, dated April 2, 1999, as amended.
Citibank N.A.
Attn: Global Agency & Trust
Services
111 Wall Street, 5th Floor
Zone 2
New York, N.Y. 10005
El Paso Energy Company
Attn: General Counsel
1001 Louisianna Street
Houston, TX 77002
Overseas Private Investment
Attn: President, Finance
1100 New York Ave., N.W.
Washington, D.C. 20527
Pillsbury Winthrop
Attn: Barton D. Ford, Esq.
One Battery Park Plaza
New York, N.Y. 10004-1409
- ------- --------------------------- --------------------------------- ------------------------------------------------
181. Covanta Energy Group, Inc. NEPC Consortium Power, Ltd. Reserves Guarantee Agreement, dated June 15,
11th Fl. 1/8 A Rokega Sharani 2001.
Sher-E-Bangla Nagar Dhaka 1207
Bangladesh
Citibank N.A.
Attn: Global Agency & Trust
Services
111 Wall Street, 5th Floor
Zone 2
New York, N.Y. 10005
El Paso Energy Company
Attn: General Counsel
1001 Louisianna Street
Houston, TX 77002
Overseas Private Investment
Attn: President, Finance
1100 New York Ave., N.W.
Washington, D.C. 20527
Pillsbury Winthrop
Attn: Barton D. Ford, Esq.
One Battery Park Plaza
New York, N.Y. 10004-1409
- ------- --------------------------- --------------------------------- ------------------------------------------------
182. Covanta Energy Group, Inc. Nextel Monthly Phone Service Contract.
Paul Gamel
3 E. 54th St.
New York, NY 10022
- ------- --------------------------- --------------------------------- ------------------------------------------------
183. Covanta Energy Group, Inc. Nortel Hardware Maintenance Agreement.
8200 Dixie Road, Ste. 100
Brampton, Ontario L6T 5P6
Canada
- ------- --------------------------- --------------------------------- ------------------------------------------------
184. Covanta Energy Group, Inc. NSI-Doubletake Backup Software Maintenance and Support
Yvonne Parkins Agreement, dated July 2003.
2 Hudon Pl., 4th Floor
Hoboken, NJ 07030
- ------- --------------------------- --------------------------------- ------------------------------------------------
185. Covanta Energy Group, Inc. Omtool NT Fax Sr. Server Agreement.
8 Industrial Way
Salem, NH 03079
- ------- --------------------------- --------------------------------- ------------------------------------------------
186. Covanta Energy Group, Inc. Overseas Private Investment Project Completion Agreement dated as of
Corporation December 8, 1999, among NEPC Consortium Power
1100 New York Avenue, NW Ltd., El Paso Energy International Company,
Washington, D.C. 20527 Ogden Energy Group, Inc., Wartsila NSD North
Attn: V.P. Finance America Inc. and Overseas Private Investment
Corporation.
- ------- --------------------------- --------------------------------- ------------------------------------------------
187. Covanta Energy Group, Inc. Overseas Private Investment Reserves Guarantee Agreement, dated June 15,
Corporation 2001.
1100 New York Avenue, NW
Washington, D.C. 20527
Attn: V.P. Finance
- ------- --------------------------- --------------------------------- ------------------------------------------------
188. Covanta Energy Group, Inc. Palm Inc. Monthly Remote Access for Palm Users.
Mail Stop 12116
5470 Great American Parkway
Santa Clara, CA 95052-8145
- ------- --------------------------- --------------------------------- ------------------------------------------------
189. Covanta Energy Group, Inc. Panurgy Net Reality - FDD WAN Network Monitoring
100 Ford Road System Agreement.
Denville, NJ 07834
- ------- --------------------------- --------------------------------- ------------------------------------------------
190. Covanta Energy Group, Inc. People Soft Annual Software Maintenance and Support
2600 Campus Drive Agreement.
San Mateo, CA 94403
- ------- --------------------------- --------------------------------- ------------------------------------------------
191. Covanta Energy Group, Inc. People Soft Extended Enterprise License Agreement,
2600 Campus Drive covering June 30, 2001 to June 30, 2002.
San Mateo, CA 94403
- ------- --------------------------- --------------------------------- ------------------------------------------------
192. Covanta Energy Group, Inc. PG&E National Energy Group Guarantee, dated September1, 1998, by Covanta
Attn: Legal Department Energy Group, Inc. with respect to the Power
7600 Wisconsin Avenue Purchase Agreement (Covanta Haverhill, Inc.)
Bethesda, MD 20814
- ------- --------------------------- --------------------------------- ------------------------------------------------
193. Covanta Energy Group, Inc. Prima S.r.l. Service and Maintenance Guarantee, dated
via Ge Falck, 63 February 9, 2001.
20099 Sesto San Giovanni (MI)
Italy
- ------- --------------------------- --------------------------------- ------------------------------------------------
194. Covanta Energy Group, Inc. Prima S.r.l. Base Equity Contribution Agreement, dated
via GE Falck, 63 February 9, 2001.
20099 Sesto San Giovanni (MI)
Italy
- ------- --------------------------- --------------------------------- ------------------------------------------------
195. Covanta Energy Group, Inc. Prima S.r.l. Standby Equity Contribution Agreement, dated
via GE Falck, 63 February 8, 2001.
20099 Sesto San Giovanni (Ml)
Italy
- ------- --------------------------- --------------------------------- ------------------------------------------------
196. Covanta Energy Group, Inc. Primavera Software Expedition and Project Planner Software for
3 Bala Plaza Project Management.
Bala Cynwyd, PA 19004
- ------- --------------------------- --------------------------------- ------------------------------------------------
197. Covanta Energy Group, Inc. R.H. Company, L.P. Lease Agreement for Warehouse Space at 24J
c/o West Essex Management Commerce Road, Fairfield, NJ.
333 Route 46 West
Fairfield, NJ 07004
- ------- --------------------------- --------------------------------- ------------------------------------------------
198. Covanta Energy Group, Inc. Roxio CD-Burning Agreement, dated April 2002.
455 El Camnio Real
Santa Clara, CA 95050
- ------- --------------------------- --------------------------------- ------------------------------------------------
199. Covanta Energy Group, Inc. SONDEL Energia Pulita Confidentiality Agreement, dated November 14,
Viale ltalia, 592 2000.
20099 Sesto San Giovanni (MI)
Italy
- ------- --------------------------- --------------------------------- ------------------------------------------------
200. Covanta Energy Group, Inc. SpectaGuard Acquisition LLC Security Officer Service Contract.
1275 Valley Brook Avenue
Lyndhurst, NJ 07071
- ------- --------------------------- --------------------------------- ------------------------------------------------
201. Covanta Energy Group, Inc. Sprint (United Tel. Co. of NJ) Service Contract-Phone System Centurium
97 Spencer Lane Service Agmt. Maintenance Contract
Annandale, NJ 08801 #M03AXC05L7KYH.
- ------- --------------------------- --------------------------------- ------------------------------------------------
202. Covanta Energy Group, Inc. State Bank of Hyderabad Undertaking to Maintain Controlling Interest
Attn: Chief Mgr (Credit) in Ogden Energy India (Samalpatti)-Limited,
Head Office, Gunfoundry dated December 16, 1999.
Hyderabad 500 001 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
203. Covanta Energy Group, Inc. State Bank of Hyderabad Undertaking for Overrun/Shortfall, dated
Attn: Chief Mgr (Credit) December 16, 1999.
Head Office, Gunfoundry
Hyderabad 500 001 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
204. Covanta Energy Group, Inc. State Bank of Hyderabad Undertaking for Overrun/Shortfall, dated
Attn: Chief Mgr (Credit) January 5, 2001.
Head Office, Gunfoundry
Hyderabad 500 001 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
205. Covanta Energy Group, Inc. State Bank of India Undertaking to Maintain Controlling interest
Express Towers, 20th Fl. in Ogden Energy India (Samalpatti) Limited,
Nariman Point dated December 16, 1999.
Mumbai 400 Q21 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
206. Covanta Energy Group, Inc. State Bank of India Undertaking for Overrun/Shortfall, dated
Express Towers, 20th Fl. December 16, 1999.
Nariman Point
Mumbai 400 Q21 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
207. Covanta Energy Group, Inc. State Bank of India Undertaking for Overrun/Shortfall, dated
Express Towers, 20th Fl. January 5, 2001.
Nariman Point
Mumbai 400 Q21 India
- ------- --------------------------- --------------------------------- ------------------------------------------------
208. Covanta Energy Group, Inc. State Street Bank and Trust Co. Data Access Services Agreement, dated March 8,
225 Franklin St. 2000.
Boston, MA 02110
- ------- --------------------------- --------------------------------- ------------------------------------------------
209. Covanta Energy Group, Inc. Symantec Firewall, Webnot and VPN Protection Agreement.
2400 Research Blvd.
Rockville, MD 20850
- ------- --------------------------- --------------------------------- ------------------------------------------------
210. Covanta Energy Group, Inc. Symantec Norton Antivirus/Ghost Agreement.
2400 Research Blvd.
Rockville, MD 20850
- ------- --------------------------- --------------------------------- ------------------------------------------------
211. Covanta Energy Group, Inc. The Vysya Bank, Ltd. Undertaking to Maintain Controlling Interest
210 Mittal Tower A Wing In Ogden Energy India (Samalpatti) Limited,
Nariman Pt., Mumbai 400 021 dated December 16, 1999.
India
- ------- --------------------------- --------------------------------- ------------------------------------------------
212. Covanta Energy Group, Inc. The Vysya Bank, Ltd. Undertaking for Overrun/Shortfall, dated
210 Mittal Tower A Wing December 16, 1999.
Nariman Point, Mumbai 400 021
India
- ------- --------------------------- --------------------------------- ------------------------------------------------
213. 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
- ------- --------------------------- --------------------------------- ------------------------------------------------
214. Covanta Energy Group, Inc. Travel Forum, Inc. Travel Services Agreement, as amended by
590 Union Blvd. letter dated April 4, 2002.
Totowa, NJ 07512
- ------- --------------------------- --------------------------------- ------------------------------------------------
215. Covanta Energy Group, Inc. United Infrastructure Co., LLC Letter Agreement, dated October 16, 2001.
P.O. Box 193965
San Francisco, CA 94119-3965
- ------- --------------------------- --------------------------------- ------------------------------------------------
216. Covanta Energy Group, Inc. United Parcel Service UPS Contract Carrier Agreement P640005349.
799 Jefferson Road
Parsippany, NJ 07054
- ------- --------------------------- --------------------------------- ------------------------------------------------
217. Covanta Energy Group, Inc. Veritas Back-up Software Contract.
400 International Pkwy.
Heathrow, FL 32746-5037
- ------- --------------------------- --------------------------------- ------------------------------------------------
218. Covanta Energy Group, Inc. Vijaya Bank Undertaking to Maintain Controlling Interest
EMCA House in Ogden Energy India (Samalpatti) Limited,
289 Shahid Bhagat Singh Rd. dated December 16, 1999.
Fon, Mumbai 400 001, India
- ------- --------------------------- --------------------------------- ------------------------------------------------
219. Covanta Energy Group, Inc. Vijaya Bank Undertaking for Overrun/Shortfall, dated
EMCA House December 16, 1999.
289 Shahid Bhagat Singh Rd.
Fon, Mumbai 400 001, India
- ------- --------------------------- --------------------------------- ------------------------------------------------
220. Covanta Energy Group, Inc. Webtrends Yearly Maintenance Agreement, dated June 2003.
NetIQ Corporation
3553 N. First St.
San Jose, CA 95134
- ------- --------------------------- --------------------------------- ------------------------------------------------
221. Covanta Energy Group, Inc. Wireless Knowledge Server Software for Handheld Email Access
5012 Waterridge Vista Dr. Contract.
San Diego, CA 92121
- ------- --------------------------- --------------------------------- ------------------------------------------------
222. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for Engineering 8830 Copier.
300 Tice Boulevard
Woodcliff Lake, NJ 07675
- ------- --------------------------- --------------------------------- ------------------------------------------------
223. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for DC555SHC
201 Littleton Road (Serial Number FWT012380)
Morris Plains, NJ 07950
- ------- --------------------------- --------------------------------- ------------------------------------------------
224. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for DC555SHC
201 Littleton Road (Serial Number FWT012954)
Morris Plains, NJ 07950
- ------- --------------------------- --------------------------------- ------------------------------------------------
225. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for DC555SHC
201 Littleton Road (Serial Number FWT015044)
Morris Plains, NJ 07950
- ------- --------------------------- --------------------------------- ------------------------------------------------
226. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for DC555SHC
201 Littleton Road (Serial Number FWT016251)
Morris Plains, NJ 07950
- ------- --------------------------- --------------------------------- ------------------------------------------------
227. Covanta Power Chase Manhattan Bank Pledge Agreement, dated as of December 10,
International Holdings, 450 West 33rd Street 1996, related to the pledge of shares of OPI
Inc. 15th Floor Quezon, Inc.
New York, NY 10001-2697
- ------- --------------------------- --------------------------------- ------------------------------------------------
228. Covanta Power Alliant Energy Intl, Inc. Confidentiality Agreement, dated January 9,
International Holdings, Town Center, Ste. 210 2002.
Inc. 201 Third Avenue SE
Cedar Rapids, IA 52401
- ------- --------------------------- --------------------------------- ------------------------------------------------
229. Covanta Power CLC Ingenieros Asoc. Cia Ltd Shareholders Agreement (P.H. Don Pedro S.A.),
International Holdings, c/o Energia Global de CR dated May 31, 1995.2
Inc. Apartado 1957-1000
San Jose, Costa Rica
- ------- --------------------------- --------------------------------- ------------------------------------------------
230. Covanta Power CLC Ingenieros Asoc. Cia Ltd Shareholders Agreement (P.H. Rio Volcan
International Holdings, c/o Energia Global de CR S.A.).5
Inc. Apartado 1957-1000
San Jose, Costa Rica
- ------- --------------------------- --------------------------------- ------------------------------------------------
231. Covanta Power EIF Costa Rica, L.L.C. Shareholders Agreement (P.H. Don Pedro S.A.),
International Holdings, 200 Berkeley, 20th FI. dated May 31, 1995. 5
Inc. Boston, MA 02116
- ------- --------------------------- --------------------------------- ------------------------------------------------
232. Covanta Power EIF Costa Rica, LLC. Shareholders Agreement (P.H. Rio Volcan
International Holdings, 200 Berkeley Street, 20th Fl. S.A.). 5
Inc. Boston, MA 02116
- ------- --------------------------- --------------------------------- ------------------------------------------------
233. Covanta Power Energia Global de Costa Rica Shareholders Agreement (P.H. Rio Volcan
International Holdings, Apartado 1957-1000 S.A.). 5
Inc. San Jose, Costa Rica
- ------- --------------------------- --------------------------------- ------------------------------------------------
234. Covanta Power Energia Global de Costa Rica Shareholders Agreement (P.H. Don Pedro S.A.),
International Holdings, Apartado 1957-1000 dated May 31, 1995. 5
Inc. San Jose, Costs Rica
- ------- --------------------------- --------------------------------- ------------------------------------------------
235. Covanta Power Energia Global, Inc. Shareholders Agreement (P.H. Rio Volcan
International Holdings, 101 Edgewater Drive S.A.). 5
Inc. Wakefield, MA 01680
- ------- --------------------------- --------------------------------- ------------------------------------------------
236. Covanta Power Energia Global, Inc. Shareholders Agreement (P.H. Don Pedro S.A.),
International Holdings, 101 Edgewater Drive dated May 31, 1995. 5
Inc. Wakefield, MA 01880
- ------- --------------------------- --------------------------------- ------------------------------------------------
237. Covanta Power General Electric Capital Corp. Shareholders Agreement (RH. Rio Volcan S.A.).
International Holdings, 120 Long Ridge Road 5
Inc. Stamford, CT 06927
- ------- --------------------------- --------------------------------- ------------------------------------------------
238. Covanta Power General Electric Capital Corp. Pledge Agreement (P.H. Rio Volcan S.A.). 5
International Holdings, 120 Long Ridge Road
Inc. Stamford, CT 06927
- ------- --------------------------- --------------------------------- ------------------------------------------------
239. Covanta Power General Electric Capital Corp. Pledge Agreement (P.H. Don Pedro S.A.), dated
International Holdings, 120 Long Ridge Road May 31,1995. 5
Inc. Stamford, CT 06927
- ------- --------------------------- --------------------------------- ------------------------------------------------
240. Covanta Power General Electric Capital Corp. Shareholders Agreement (P.H. Don Pedro S.A.),
International Holdings, 120 Long Ridge Road dated May 31, 1995. 5
Inc. Stamford, CT 06927
- ------- --------------------------- --------------------------------- ------------------------------------------------
241. Covanta Projects Inc. City and County of Honolulu Consent and Release Agreement, dated as of
530 South King Street December 21, 1992, among the City and County
Honolulu, HI 96813 of Honolulu, Combustion Engineering, Inc., and
Covanta Projects, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
242. Covanta Projects, Inc. ABB, Inc/Combustion Engineering Assignment and Assumption Agreement, dated
501 Merritt 7 December 21, 1992, between Combustion
P.O. Box 5308 Engineering, Inc. and Covanta Projects, Inc.
Norwalk, CT 06851
- ------- --------------------------- --------------------------------- ------------------------------------------------
243. Covanta Projects, Inc. ABB, Inc/Combustion Engineering Consent Guarantee and Release Agreement, dated
501 Merritt 7 December 17, 1992, among Connecticut Resources
P.O. Box 5308 Recovery Authority, Combustion Engineering.
Norwalk, CT 06851 Inc, and Covanta Projects, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
244. Covanta Projects, Inc. Aircraft Services Corporation Consent and Release Agreement, dated as of
120 Long Ridge Road December 31, 1992, among Aircraft Services
Stamford, CT 06927 Corporation, Resource Recovery Business Trust
1991-B, Combustion Engineering, Inc., and
Covanta Projects, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
245. Covanta Projects, Inc. Aircraft Services Corporation Agreement, dated January 8, 1993, among
120 Long Ridge Road Aircraft Services Corporation, Resource
Stamford, CT 06927 Recovery Business Trust 1991-B, Covanta
Projects, Inc, Covanta Energy Corporation, and
Michigan Waste Energy, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
246. Covanta Projects, Inc. Alstom Power Inc. Confidentiality Agreement, dated October 31,
Turbine Generator Division 2001.
2800 Waterford Lakes Drive
Midlothian, VA 23122
- ------- --------------------------- --------------------------------- ------------------------------------------------
247. Covanta Projects, Inc. Babcock & Wilcox Company Agreement between Joy Environmental
20 S. Van Buren Avenue Technologies, Inc. and Ogden Projects, Inc.,
Barberton, OH, U.S.A 44203-0351 dated April 24, 1995 and May 22, 1995, as
assigned to The Babcock & Wilcox Company
Babcock & Wilcox Company pursuant to an Assignment and Assumption
c/o Loeb & Loeb LLP Agreement by and among Joy Environmental
345 Park Avenue Technologies, Inc., Ogden Projects, Inc. and
New York, NY 10154 The Babcock & Wilcox Company dated December
22, 1995.
- ------- --------------------------- --------------------------------- ------------------------------------------------
248. Covanta Projects, Inc. Brazos Asset Management, Inc. Confidentiality Agreement, dated April 21,
600 E. Las Colinas Blvd, 4th Fl 1994.
LB 178
Irving, TX 75039
- ------- --------------------------- --------------------------------- ------------------------------------------------
249. Covanta Projects, Inc. Chase Manhattan Bank Acknowledgment and Consent Agreement, dated as
450 West 33rd Street of December 10, 1996, related to the
15th Floor collateral assignment of the Operator
New York, NY 10001-2697 Guarantee.
- ------- --------------------------- --------------------------------- ------------------------------------------------
250. Covanta Projects, Inc. Combustion Engineering, Inc. Consent and Release Agreement, dated as of
501 Merritt 7 December 31, 1992, among PMCC, Resource
P.O. Box 5308 Recovery Business Trust 1991-A, Combustion
Norwalk, CT 06851 Engineering, Inc., and Covanta Projects, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
251. Covanta Projects, Inc. Combustion Engineering, Inc. Consent, Guaranty and Release Agreement, dated
501 Merritt 7 as of December 17, 1992, among Connecticut
P.O. Box 5308 Resource Recovery Authority, Combustion
Norwalk, CT 06851 Engineering, Inc., and Covanta Projects, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
252. Covanta Projects, Inc. Combustion Engineering, Inc. Consent and Release Agreement, dated as of
501 Merritt 7 December 21, 1992, among The Detroit Edison
P.O., Box 5308 Company, Combustion Engineering, Inc., and
Norwalk, CT 06851 Covanta Projects, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
253. Covanta Projects, Inc. Connecticut Resource Recovery Consent, Guaranty and Release Agreement, dated
Authority as of December 17, 1992, among Connecticut
100 Constitution Plaza Resource Recovery Authority, Combustion
17th Floor Engineering, Inc., and Covanta Projects, Inc.
Hartford, CT 06103
- ------- --------------------------- --------------------------------- ------------------------------------------------
254. Covanta Projects, Inc. Detroit Edison Company Consent and Release Agreement, dated as of
2000 Second Avenue December 21, 1992, among The Detroit Edison
Detroit, Ml 48226 Company, Combustion Engineering, Inc., and
Covanta Projects, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
255. Covanta Projects, Inc. Enercon America, Ltd. Confidentiality Agreement, dated October 31,
540 Tansy Lane 1996.
Westerville, OH 43081
- ------- --------------------------- --------------------------------- ------------------------------------------------
256. Covanta Projects, Inc. ESI Energy Confidentiality Agreement, dated November 11,
1400 Centrepark Blvd. 1993.
Suite 600
West Palm Beach, FL 33401
- ------- --------------------------- --------------------------------- ------------------------------------------------
257. Covanta Projects, Inc. Governmental Utility Svcs Corp. Guarantee, dated June 1, 1998, by Covanta
1825 Third Ave. North Projects, Inc. for the benefit of the
Bessemer, AL 35020 Governmental Utility Services Corporation of
the City of Bessemer, Alabama.
- ------- --------------------------- --------------------------------- ------------------------------------------------
258. Covanta Projects, Inc. Greater Detroit Res. Recovery Guarantee, dated October 21, 1991, and amended
Attn: Michael Brinker, Director July 1, 1996, between Covanta Energy
5700 Russell St Corporation and Ogden Projects, Inc., Michigan
Detroit, Ml 48211 Water-to-Energy, Inc., and the Greater Detroit
Resource Recovery Authority.
- ------- --------------------------- --------------------------------- ------------------------------------------------
259. Covanta Projects, Inc. Herb Druckman Consulting Agreement.
56F Beacon Hill Road
West Milford, NJ 07460
- ------- --------------------------- --------------------------------- ------------------------------------------------
260. Covanta Projects, Inc. Hoffman Environmental Systems Confidentiality Agreement, dated October 28,
125 S. Jefferson St. 1993.
Suite 201
Green Bay, WI 54301
- ------- --------------------------- --------------------------------- ------------------------------------------------
261. Covanta Projects, Inc. Oracle Support and Software Maintenance Contract.
12320 Oracle Blvd.
Colorado Springs, CO 80921
- ------- --------------------------- --------------------------------- ------------------------------------------------
262. Covanta Projects, Inc. PMCC Leasing Corporation Consent and Release Agreement, dated as of
200 First Stamford Place December 31, 1992, among PMCC, Resource
Stamford, CT 06902 Recovery Business Trust 1991-A, Combustion
Engineering, Inc., and Covanta Projects, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
263. Covanta Projects, Inc. PMCC Leasing Corporation Agreement among PMCC, Resource Recovery
200 First Stamford Place Business Trust 1991-A, Covanta Projects, Inc.,
Stamford, CT 06902 Covanta Energy Corporation, and Michigan Waste
to Energy, Inc.
- ------- --------------------------- --------------------------------- ------------------------------------------------
264. Covanta Projects, Inc. Quezon Power (Philippines) Ltd. Operator Guarantee, dated as of December 10,
26/F Orient Square Bldg. 1996, by Covanta Projects, Inc. in favor of
Emerald Ave. Ortigas Ctr. 1206 Quezon Power (Philippines), Limited Co.
Pasig City, Philippines
The Chase Manhattan Bank
Attn: David G. Safer
540 W. 33rd Street, 15th Floor
New York, N.Y. 10101
- ------- --------------------------- --------------------------------- ------------------------------------------------
265. Covanta Projects, Inc. Resource Recovery Business Consent and Release Agreement, dated as of
Trust 1991-B December 31, 1992, among Aircraft Services
Wilmington Trust Company Corporation, Resource Recovery Business Trust
Rodney Square North 1991-B, Combustion Engineering, Inc., and
1100 N. Market Street Covanta Projects, Inc.
Wilmington, DE 19899
- ------- --------------------------- --------------------------------- ------------------------------------------------
266. Covanta Projects, Inc. Resource Recovery Business Agreement, dated January 8, 1993, among
Trust 1991-B Aircraft Services Corporation, Resource
Wilmington Trust Company Recovery Business Trust 1991-B, Covanta
Rodney Square North Projects, Inc, Covanta Energy Corporation, and
1100 N. Market Street Michigan Waste Energy, Inc.
Wilmington, DE 19899
- ------- --------------------------- --------------------------------- ------------------------------------------------
267. Covanta Projects, Inc. Resource Recovery Business Consent and Release Agreement, dated as of
Trust 1991-B December 31, 1992, among PMCC, Resource
Wilmington Trust Company Recovery Business Trust 1991-A, Combustion
Rodney Square North Engineering, Inc., and Covanta Projects, Inc.
1100 N. Market Street
Wilmington, DE 19899
- ------- --------------------------- --------------------------------- ------------------------------------------------
268. Covanta Projects, Inc. Resource Recovery Business Agreement among PMCC, Resource Recovery
Trust 1991-B Business Trust 1991-A, Covanta Projects, Inc.,
Wilmington Trust Company Covanta Energy Corporation, and Michigan Waste
Rodney Square North to Energy, Inc.
1100 N. Market Street
Wilmington, DE 19899
- ------- --------------------------- --------------------------------- ------------------------------------------------
269. Covanta Projects, Inc. Sunguard Recovery Svc. Recovery Services Agreement.
680 E. Swedesford Road
Wayne, PA 19087
- ------- --------------------------- --------------------------------- ------------------------------------------------
270. Covanta Projects, Inc. Task Associates Lease for warehouse space at 4 Commerce Road,
414 Fairfield Road Fairfield, NJ.
Fairfield, NJ 07006
- ------- --------------------------- --------------------------------- ------------------------------------------------
271. Covanta Projects, Inc. The Blackstone Group Confidentiality Agreement, dated June 8, 1993.
345 Park Ave.
New York, NY 10154
- ------- --------------------------- --------------------------------- ------------------------------------------------
272. Covanta Projects, Inc. Thermoselect Incorporated Confidentiality Agreement, dated March 15,
201 West Big Beaver Road 1995.
Suite 230
Troy, Ml 48084
- ------- --------------------------- --------------------------------- ------------------------------------------------
273. Covanta Projects, Inc. UBS Securities, Inc. Confidentiality Agreement, dated March 1, 1996.
299 Park Ave.
New York NY 10171
- ------- --------------------------- --------------------------------- ------------------------------------------------
274. Covanta Projects, Inc. Wheelabrator Environmental Sys. Confidentiality Agreement in regard to
Liberty Lane WES-Phix, dated June 14, 1994.
Hampton, NH 03842
- ------- --------------------------- --------------------------------- ------------------------------------------------
1 Subject of Reorganizing Debtors pending objection to the proof of claim of
F. Browne Gregg, assumption or rejection of contract to be determined by
Debtor at a later date.
2 The Debtors believe that this contract was transferred pre-petition to
Enereurope Holdings III, an affiliate of the Debtors. Certain parties are
contesting that the transfer was effective. To the extent the transfer was
ineffective, this Debtor is treating the contract (if executory) as an
executory contract of this Debtor and is assuming the contract.
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, Inc. 02-40863 (CB)
Covanta Energy Construction, Inc. 02-40870 (CB)
Covanta Energy Resource Corp. 02-40915 (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 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 Plant Services of New Jersey, Inc. 02-40900 (CB)
Covanta Power Development of Bolivia, Inc. 02-40856 (CB)
Covanta Power Development, Inc. 02-40855 (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 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 Name and Address Description of Contract
that is 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.
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2. Covanta No executory contract or unexpired lease
Alexandria/Arlington, Inc. will be rejected.
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3. Covanta Babylon, Inc. No executory contract or unexpired lease
will be rejected.
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4. Covanta Bessemer, Inc. No executory contract or unexpired lease
will be rejected.
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5. Covanta Bristol, Inc. No executory contract or unexpired lease
will be rejected.
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6. Covanta Cunningham No executory contract or unexpired lease
Environmental Support, Inc. will be rejected.
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7. Covanta Energy No executory contract or unexpired lease
Construction, Inc. will be rejected.
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8. Covanta Energy Resource No executory contract or unexpired lease
Corporation will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
9. Covanta Energy Services, No executory contract or unexpired lease
Inc. will be rejected.
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10. Covanta Energy West, Inc. Cakmak Ortak Avukat Buroso Engagement Letter signed June 6, 2000.
Piyade Sokak No. 18
Portakal Cicegi Apt C
BlokKat2
06550 Cankaya, Ankara Turkey
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
11. Covanta Energy West, Inc. Elektrocieplownia Bialystok SA EC Bialystok Privatization: Information
Towarzystwo Doradztwa Memorandum, dated April11, 2000.
Inwestcycyjnego
Al.Jerozlimske
47/4, 00-697 Warszawa, 00-698
POLAND
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
12. Covanta Energy West, Inc. ERG Construction Co. Confidentiality Agreement, dated October
Iran Caddesi, 57 16, 1999.
06700 Cankaya, Ankara Turkey
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
13. Covanta Energy West, Inc. Pricewaterhouse Coopers Engagement Letter dated October 26, 2000.
Securities LLC
630 Fifth Avenue
New York, NY 10111
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
14. Covanta Energy West, Inc. Pricewaterhouse Coopers Consulting Agreement signed June15, 2000.
1 Embarkment Place
London WC2N 6NN
United Kingdom
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
15. Covanta Energy West, Inc. Pricewaterhouse Coopers Consulting Agreement signed December 13,
1 Embarkment Place 1999.
London WC2N 6NN
United Kingdom
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
16. Covanta Energy West, Inc. White & Case Musavirlik Ltd. Engagement Letter signed June 6, 2000.
Pivade Sokak No. 18
Portakal Cicegi Apt C BlokKat2
06550 Cankaya, Ankara Turkey
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
17. Covanta Engineering No executory contract or unexpired lease
Services, Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
18. Covanta Fairfax, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
19. Covanta Geothermal No executory contract or unexpired lease
Operations Holdings, Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
20. Covanta Geothermal Assumption and Rejection of Executory
Operations, Inc. 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.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
21. Covanta Heber Field Energy, Assumption and Rejection of Executory
Inc. 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.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
22. Covanta Hennepin Energy No executory contract or unexpired lease
Resource, Co., L.P. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
23. Covanta Hillsborough, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
24. Covanta Honolulu Resource No executory contract or unexpired lease
Recovery Venture will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
25. Covanta Huntington Limited No executory contract or unexpired lease
Partnership will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
26. Covanta Huntington Resource No executory contract or unexpired lease
Recovery One Corporation will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
27. Covanta Huntington Resource No executory contract or unexpired lease
Recovery Seven Corporation will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
28. Covanta Huntsville, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
29. Covanta Hydro Energy, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
30. Covanta Hydro-Operations No executory contract or unexpired lease
West, Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
31. Covanta Hydro-Operations, No executory contract or unexpired lease
Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
32. Covanta Imperial Power Assumption and Rejection of Executory
Services, Inc. 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.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
33. Covanta Indianapolis, Inc No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
34. Covanta Kent, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
35. Covanta Lancaster, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
36. Covanta Lee, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
37. Covanta Long Island, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
38. Covanta Marion Land No executory contract or unexpired lease
Corporation will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
39. Covanta Marion, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
40. Covanta Mid-Conn, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
41. Covanta Montgomery, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
42. Covanta New Martinsville No executory contract or unexpired lease
Hydro-Operations Corporation will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
43. Covanta Oahu Waste Energy No executory contract or unexpired lease
Recovery, Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
44. Covanta Onondaga Limited No executory contract or unexpired lease
Partnership will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
45. Covanta Onondaga Two Corp. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
46. Covanta Onondaga Three Corp. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
47. Covanta Onondaga Four Corp. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
48. Covanta Onondaga Five Corp. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
49. Covanta Operations of No executory contract or unexpired lease
Union, LLC will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
50. Covanta OPW Associates, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
51. Covanta OPWH, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
52. Covanta Pasco, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
53. Covanta Plant Services of No executory contract or unexpired lease
New Jersey, Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
54. Covanta Power Development No executory contract or unexpired lease
of Bolivia, Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
55. Covanta Power Development, No executory contract or unexpired lease
Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
56. Covanta Power Equity No executory contract or unexpired lease
Corporation will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
57. Covanta Projects of Hawaii, No executory contract or unexpired lease
Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
58. Covanta Projects of No executory contract or unexpired lease
Wallingford, L.P will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
59. Covanta RRS Holdings, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
60. Covanta Secure Services, No executory contract or unexpired lease
Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
61. Covanta SIGC Geothermal Assumption and Rejection of Executory
Operations, Inc. 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.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
62. Covanta Stanislaus, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
63. Covanta Systems, Inc. F. Browne Gregg Agreement, dated October 17, 1988, as
1616 S. 14th St. amended.1
Leesburg, FL 32718
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
64. Covanta Systems, Inc. F. Browne Gregg First Amendment Agreement, dated November
1616 S. 14th St. 10, 1988.2
Leesburg, FL 32718
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
65. Covanta Systems, Inc. F. Browne Gregg 2nd First Amendment Agreement, dated
1616 S. 14th St. January 4, 2000.3
Leesburg, FL 32718
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
66. Covanta Union, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
67. Covanta Wallingford No executory contract or unexpired lease
Associates, Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
68. Covanta Waste to Energy of No executory contract or unexpired lease
Italy, Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
69. Covanta Waste to Energy, No executory contract or unexpired lease
Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
70. Covanta Water Holdings, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
71. Covanta Water Systems, Inc. Ogden Yorkshire Water Company Engineering, Marketing and Operations
40 Lane Road Service Agreement, dated October 21, 1996.
CN2615
Fairfield, NJ 07007
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
72. Covanta Water Systems, Inc. Yorkshire Water Intl Ltd. Engineering, Marketing and Operations
2 The Embankment, Sovereign St. Service Agreement, dated October 21, 1996.
Attn: Managing Director
Leeds, LSI 4BG
United Kingdom
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
73. Covanta Water Systems, Inc. Yorkshire Water plc Engineering, Marketing and Operations
2 The Embankment, Sovereign St. Service Agreement, dated October 21, 1996.
Attn: Managing Director
Leeds, LSI 45B
United Kingdom
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
74. Covanta Water Treatment No executory contract or unexpired lease
Services, Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
75. DSS Environmental, Inc. Olivia Development, LLC Lease Agreement for Office Space.
Mr. Steve Olivia, Jr.
2037 Fly Road
East Syracuse, NY 13057
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
76. 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.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
77. 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.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
78. Heber Field 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.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
79. 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.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
80. OPI Quezon, Inc. No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
81. Three Mountain Operations, No executory contract or unexpired lease
Inc. will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
82. Three Mountain Power, LLC No executory contract or unexpired lease
will be rejected.
- ------- ----------------------------- ---------------------------------- ---------------------------------------------
1 Subject of Reorganizing Debtors' pending objection to the proof of claim of F.
Browne Gregg, assumption or rejection of contract to be determined by Debtor at
a later date.
2 Subject of Reorganizing Debtors' pending objection to the proof of claim of F.
Browne Gregg, assumption or rejection of contract to be determined by Debtor at
a later date.
3 Subject of Reorganizing Debtors' pending objection to the proof of claim of F.
Browne Gregg, assumption or rejection of contract to be determined by Debtor at
a later date.