Exhibit 10.1(o)
ELEVENTH AMENDMENT
TO DEBTOR-IN-POSSESSION
CREDIT AGREEMENT AND LIMITED CONSENT
This ELEVENTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND
LIMITED CONSENT (this "Amendment") is dated as of December 15, 2003 and entered
into by and among COVANTA ENERGY CORPORATION, a Delaware corporation
("Company"), and THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES
HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are
"Borrowers" and each a "Borrower"), THE SUBSIDIARIES OF COMPANY LISTED ON THE
SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (collectively, the "Subsidiary
Guarantors"), THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative
Agent for the Lenders ("Administrative Agent"), and DEUTSCHE BANK AG, NEW YORK
BRANCH, as Documentation Agent for the Lenders ("Documentation Agent"), and is
made with reference to that certain Debtor-in-Possession Credit Agreement dated
as of April 1, 2002, as amended by that certain First Amendment to
Debtor-in-Possession Credit Agreement and Security Agreement dated as of April
3, 2002, that certain Second Amendment to Debtor-in-Possession Credit Agreement
dated as of May 10, 2002, that certain Third Amendment and Limited Waiver to
Debtor-in-Possession Credit Agreement dated as of October 4, 2002, that certain
Fourth Amendment to Debtor-in-Possession Credit Agreement and Limited Consent
dated as of December 10, 2002, that certain Fifth Amendment to
Debtor-in-Possession Credit Agreement dated as of December 18, 2002, that
certain Sixth Amendment to Debtor-in-Possession Credit Agreement, Limited
Consent and Amendment to Security Agreement dated as of March 25, 2003, that
certain Seventh Amendment to Debtor-in-Possession Credit Agreement and Limited
Consent dated as of May 23, 2003, that certain Eighth Amendment to
Debtor-in-Possession Credit Agreement and Limited Consent dated as of August 22,
2003, that certain Ninth Amendment to Debtor-in-Possession Credit Agreement and
Limited Consent dated as of September 15, 2003 and that certain Tenth Amendment
to Debtor-in-Possession Credit Agreement dated as of November 3, 2003 (as so
amended, the "Credit Agreement"), by and among Borrowers, the financial
institutions parties thereto as Lenders, Documentation Agent and Administrative
Agent. Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement (as amended by this
Amendment).
RECITALS
WHEREAS, Borrowers and the undersigned Lenders desire to make certain
amendments to the Credit Agreement, subject to the terms and conditions set
forth below;
NOW, THEREFORE, in consideration of the premises and agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT AND LIMITED CONSENT
1.1 Provisions Relating to Defined Terms.
Subsection 1.1 of the Credit Agreement is hereby amended by inserting
the following new definitions in the appropriate alphabetical order:
"Allied Aviation" has the meaning assigned to that term in subsection
7.7(xvi).
"Arrowhead Arena" has the meaning assigned to that term in the
definition of Anaheim Transaction.
"Anaheim Management Agreement" has the meaning assigned to that term
in the definition of Anaheim Transaction.
"Anaheim Transaction" means, collectively, (i) the termination and
rejection of the existing management agreement (the "Anaheim Management
Agreement") between The City of Anaheim (the "City") and Ogden Facility
Management Corporation of Anaheim ("OFM") to manage the Arrowhead Pond
arena in Anaheim, California ("Arrowhead Arena"), including the compromise
and settlement of the City's asserted and potential claims against Company
and OFM in connection therewith and the termination of Company's guaranty
of the performance of OFM under the Anaheim Management Agreement, the
release of Company and its Subsidiaries from all obligations and
liabilities in connection therewith, and the rejection of certain other
executory contracts ancillary to OFM's obligations under the Anaheim
Management Agreement, (ii) the assumption and assignment of certain
contracts in connection with the termination of the Anaheim Management
Agreement, (iii) the transfer of miscellaneous furniture, equipment and
other assets to the City or the City's designee, Anaheim Arena Management,
LLC, in connection with the termination of the Anaheim Management
Agreement, (iv) the withdrawal by Company and OFM from the lease-in
lease-out transaction with respect to the Arrowhead Arena and the release
of Company and its Subsidiaries from all obligations and liabilities in
connection therewith (including the termination of OFM's guaranty of
certain obligations of the City and the return to Company of all letters of
credit (cancelled and undrawn) issued for its account to support the City's
payment obligations in connection with the lease-in lease-out transaction
involving the Arrowhead Arena), in exchange for the payment by Company of
$2,000,000 to Anaheim Arena Management, LLC (the Person designated by the
City to replace Company in the aforementioned lease-in lease-out
transaction), (v) the compromise and settlement of Credit Suisse First
Boston's ("CSFB") claims relating to the certificates of participation (the
"COPS") issued to finance the construction and operation of the Arrowhead
Pond, through (a) termination of the COPS through a drawing on the
outstanding letter of credit issued by CSFB to repurchase the COPS, (b)
payment by the City to CSFB of $40,000,000 plus the `Net Working Capital'
amount, as described in the Termination Agreement (as defined below), to
partially reimburse such drawing, (c) retention by CSFB in the Chapter 11
Cases of a claim to reimbursement of the portion of such drawing not
reimbursed by the City, and (d) payment of up to $250,000 of CSFB's fees
and expenses in connection with the foregoing), (vi) the payment by OFM to
Anaheim Arena Management, LLC of $750,000 as described in and in accordance
with the letter agreement dated as of December 4, 2003 among OFM, the
Mighty Ducks Hockey Club, Inc. and Anaheim Arena Management, LLC, all of
the transactions described in clauses (i) through (vi) on substantially the
terms contemplated in that certain Termination Agreement between the City,
OFM and Company dated November 5, 2003 (the "Termination Agreement") and in
the order relating thereto entered by the Bankruptcy Court prior to the
Eleventh Amendment Effective Date, and (vii) the release of the City from
its obligations under certain swap agreements related to the COPS that are
Opt-Out Facilities (as defined in the Prepetition Credit Agreement).
"Babylon" means the Town of Babylon, New York.
"Babylon Project" means the waste-to-energy Project in Babylon.
"Babylon Project Restructuring" means the consummation of the
transactions contemplated in the Motion for Authority to Approve
Compromises and Amend Contractual Arrangements between Covanta Babylon,
Inc. and Babylon as filed on November 26, 2003 with the Bankruptcy Court,
on substantially the terms set forth in such motion and as more
specifically provided for in the `MOU' (as defined in such motion),
including (i) the execution and delivery by CBI and Babylon of an amendment
to the service agreement in effect on the Eleventh Amendment Effective Date
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between CBI and Babylon relating to the Babylon Project, which amendment
shall clarify the terms regarding the obligations of Company and its
Subsidiaries to process and dispose of waste under such service agreement,
and reduce the annual base operating fee payable by Babylon to CBI under
such service agreement by $620,000 beginning January 1, 2004, (ii) the
payment by Company and its Subsidiaries of $2,700,000 to Babylon in
settlement and satisfaction of certain of Babylon's administrative claims,
(iii) the execution by CBI and Babylon of mutual releases with respect to
claims arising against each other prior to consummation of the Babylon
Project Restructuring, and (iv) the agreement by Babylon and CBI to share
certain costs under the `Liquidity Guaranty' (as defined in such motion)
and for CBI to pay certain increased interest expense under the `Swap
Agreement' (as defined in such motion).
"Babylon Project Restructuring Conditions" means, collectively, (i)
the consummation of the Babylon Project Restructuring, (ii) delivery by
Company to Agents of an Officer's Certificate certifying that the
transactions contemplated in clauses (i) through (iv) of the definition of
"Babylon Project Restructuring" have occurred and that the conditions set
forth in clauses (i), (iii) and (iv) of this definition have been met and
that CBI and Company have no further obligations to Babylon with respect to
the claims referred to in clause (ii) of the definition of "Babylon Project
Restructuring", (iii) delivery by Company to Agents of the primary
documentation relating to the Babylon Project Restructuring, the terms of
which documentation shall be in all material respects consistent with this
definition and the definition of "Babylon Project Restructuring", and (iv)
the filing by Babylon with the Bankruptcy Court of a notice of withdrawal
(with prejudice) of its claims asserted against Company and its
Subsidiaries prior to the Eleventh Amendment Effective Date.
"CBI" means Covanta Babylon, Inc.
"City" has the meaning assigned to that term in the definition of
Anaheim Transaction.
"COPS" has the meaning assigned to that term in the definition of
Anaheim Transaction.
"CSFB" has the meaning assigned to that term in the definition of
Anaheim Transaction.
"Eleventh Amendment" means the Eleventh Amendment to
Debtor-In-Possession Credit Agreement and Limited Consent dated as of
December 15, 2003.
"Eleventh Amendment Effective Date" has the meaning assigned to that
term in Section 4.5 of the Eleventh Amendment.
"OFM" has the meaning assigned to that term in the definition of
Anaheim Transaction.
"Termination Agreement" has the meaning assigned to that term in the
definition of Anaheim Transaction.
1.2 Provisions Relating to Negative Covenants.
A. Subsection 7.5 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (d) thereof, (ii) deleting the "."
at the end of clause (e) thereof and substituting therefor ",", and (iii) adding
at the end thereof the following new clauses (f) and (g):
"(f) Borrowers and their respective Subsidiaries may make payments after
the Eleventh Amendment Effective Date, in an amount not to exceed $30,000
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in the aggregate, for the purpose of satisfying pre-Petition Date tax
obligations and other obligations as described in and in accordance with
the Supplemental Order Authorizing Payment of Prepetition Sales and Use
Taxes entered by the Bankruptcy Court on December 4, 2003, and (g)
Borrowers and their respective Subsidiaries may make payments after the
Eleventh Amendment Effective Date described in clauses (ii) and (iv) of the
definition of `Babylon Project Restructuring'."
B. Subsection 7.7 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (xiii) thereof, (ii) deleting the
"." at the end of clause (xiv) thereof and substituting therefor ";", and (iii)
adding immediately after clause (xiv) thereof the following new clauses (xv) and
(xvi):
"(xv) Company may, without further consent of any Agent or any Lender
(other than any consent otherwise required of any Lender in its capacity as
an applicable Opt-Out Lender under the applicable Opt-Out Facility
Documents (as such terms are defined in the Prepetition Credit Agreement)),
consent to and/or consummate, as the case may be, the Anaheim Transaction
and may, with the consent of the Agents, execute all instruments and
documents and take all actions necessary or reasonably required to effect
such transactions, so long as, upon consummation of the Anaheim
Transaction, (a) Company and its Subsidiaries shall have received,
cancelled and undrawn, all letters of credit issued for the account of
Company to support the City's payment obligations in connection with the
lease-in lease-out transaction relating to the Arrowhead Arena, (b) the
unreimbursed portion of the drawings made on the letter of credit issued by
CSFB to repurchase the COPS shall not exceed $74,000,000 and such letter of
credit shall have been cancelled and returned (after the applicable
drawing), and (c) Company and its Subsidiaries shall be released from all
other obligations and liabilities in connection with the Anaheim Management
Agreement, the Arrowhead Arena, the lease-in lease-out transaction relating
to the Arrowhead Arena, the COPS and such letters of credit (other than
such remaining reimbursement obligation), with such exceptions as are
disclosed to Agents prior to the Eleventh Amendment Effective Date and are
satisfactory to Agents; and
(xvi) Company may return, cancel or otherwise dispose of the Secured
Note dated December 31, 2002 made by Allied Aviation Holdings Corporation
and certain of its Affiliates (collectively, "Allied Aviation") payable to
Company, so long as (a) Allied Aviation pays $1,715,000 to Company and (b)
Allied Aviation releases Company, its Subsidiaries and its affiliates from
all claims, obligations and liabilities in connection with the
'Transactions' and the 'Transaction Documents', except to the extent
described in the Stipulation and Order of Settlement between Debtors and
Defendants Regarding Debtors' Adversary Proceeding against Defendant
entered by the Bankruptcy Court on December 4, 2003, in the case of clauses
(a) and (b) above as described in and in accordance with such stipulation
and order."
C. Subsection 7.7 of the Credit Agreement is hereby further amended by
adding immediately after the "." at the end of the last paragraph thereof the
following:
"Nothing in this subsection 7.7 shall prohibit Borrowers and their
Subsidiaries from consummating the Babylon Project Restructuring, so long
as the Babylon Project Restructuring Conditions are satisfied."
D. Subsection 7.14A of the Credit Agreement is hereby amended by
deleting the second proviso to the first sentence thereof and substituting the
following therefor:
"; and provided further, however, that nothing in this subsection 7.14A
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shall prohibit Company and its Subsidiaries from consummating the Corel
Centre Disposition, so long as the conditions set forth in subsection
7.7(xiii) are satisfied, or the Anaheim Transaction, so long as the
conditions set forth in subsection 7.7(xv) are satisfied"
E. Subsection 7.14A of the Credit Agreement is hereby further amended
by adding immediately after the "." at the end of the last sentence thereof the
following:
"Nothing in this subsection 7.14A shall prohibit Company and its
Subsidiaries, after the Eleventh Amendment Effective Date, from
consummating the Babylon Project Restructuring, so long as the Babylon
Project Restructuring Conditions are satisfied."
F. Subsection 8.6 of the Credit Agreement is hereby amended by
inserting immediately prior to the ")" at the end of the last parenthetical
phrase contained therein the following:
"; and provided, further, however, that neither the consummation of the
Babylon Project Restructuring nor the filing of any motion, application or
other petition to effect any order or consent to consummate the Babylon
Project Restructuring shall constitute an Event of Default under this
subsection 8.6 so long as the Babylon Project Restructuring Conditions are
satisfied"
G. Subsection 8.15 of the Credit Agreement is hereby amended by
inserting immediately prior to the ")" at the end of the last parenthetical
phrase contained therein the following:
"; and provided, further, however, that the consummation of the Babylon
Project Restructuring shall not constitute an Event of Default under
this subsection 8.15 so long as the Babylon Project Restructuring
Conditions are satisfied"
1.3 Limited Consent.
A. Pursuant to subsection 9.6 of the Credit Agreement, each of the
undersigned Lenders hereby approves of and consents to the release by
Administrative Agent of its Lien on the Secured Note dated December 31, 2002
made by Allied Aviation payable to Company, so long as (i) Allied Aviation pays
$1,715,000 to Company and (ii) Allied Aviation releases Company, its
Subsidiaries and its affiliates from all claims, obligations and liabilities in
connection with the `Transactions' and the `Transaction Documents', except to
the extent described in the Stipulation and Order of Settlement between Debtors
and Defendants Regarding Debtors' Adversary Proceeding against Defendant entered
by the Bankruptcy Court on December 4, 2003, in the case of clauses (i) and (ii)
above as described in and in accordance with such stipulation and order.
B. The limited consent set forth in Section A above shall be limited
precisely as written, and nothing herein shall be deemed to prejudice any right,
remedy or privilege that any Agent or any Lender may now have or may have in the
future under or in connection with the Credit Agreement, the Intercreditor
Agreement or the Amended Agreement (as defined below).
SECTION 2. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Borrowers represent
and warrant to each Lender that the following statements are true, correct and
complete:
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2.1 Corporate Power and Authority. Subject to compliance with the Final
Borrowing Order and any applicable provisions of the Bankruptcy Code, each Loan
Party has all requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and perform its
obligations under, the Credit Agreement as amended by this Amendment (the
"Amended Agreement").
2.2 Authorization of Agreements. The execution and delivery of this
Amendment has been duly authorized by all necessary corporate action on the part
of each Loan Party and the performance of the Amended Agreement has been duly
authorized by all necessary corporate action on the part of each Loan Party.
2.3 No Conflict. The execution and delivery by each Loan Party of this
Amendment and the performance by each Borrower of the Amended Agreement do not
and will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Organizational
Documents of Company or any of its Subsidiaries or any order, judgment or decree
of any court or other Government Authority binding on Company or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation
(which Contractual Obligation is enforceable on a post-Petition Date basis) of
Company or any of its Subsidiaries or an applicable order of the Bankruptcy
Court, (iii) result in or require the creation or imposition of any Lien upon
any of the properties or assets of Company or any of its Subsidiaries, or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of Company or any of its Subsidiaries.
2.4 Governmental Consents. The execution and delivery by each Loan
Party of this Amendment and the performance by each Loan Party of the Amended
Agreement do not and will not require any Governmental Authorization.
2.5 Binding Obligation. This Amendment has been duly executed and
delivered by each Loan Party, and each of this Amendment and the Amended
Agreement is the legally valid and binding obligations of each Loan Party
enforceable against each Loan Party in accordance with its respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.
2.6 Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Eleventh Amendment Effective Date to the same extent
as though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
2.7 Notice to Committee. Notice of this Amendment has been given to and
received by counsel to the official committee of unsecured creditors in the
Chapter 11 Cases and the informal committee of holders of Company's 9.25%
Debentures.
2.8 Absence of Default. As of the date hereof after giving effect
hereto, there exists no Event of Default or Potential Event of Default under the
Credit Agreement.
2.9 Certain Consents. To the best of Company's knowledge, as of the
date of the Anaheim Transaction all necessary consents of any Person required to
consent to the Anaheim Transaction have been obtained.
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SECTION 3. ACKNOWLEDGEMENT AND CONSENT
Each Borrower and Subsidiary Guarantor hereby (i) acknowledges that
such Loan Party has read this Amendment and consents to the terms hereof and
hereby confirms and agrees that, notwithstanding the effectiveness of this
Amendment, the obligations of such Loan Party under each of the Loan Documents
to which such Loan Party is a party shall not be impaired and each of the Loan
Documents to which such Loan Party is a party are, and shall continue to be, in
full force and effect and are hereby confirmed and ratified in all respects,
(ii) ratifies and confirms the effectiveness of the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth
Amendment and the Tenth Amendment in all respects, and (iii) confirms that the
provisions of the First Amendment, the Second Amendment, the Third Amendment,
the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh
Amendment, the Eighth Amendment, the Ninth Amendment and the Tenth Amendment are
binding on each of the Borrowers.
SECTION 4. MISCELLANEOUS
4.1 Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
A. On and after the Eleventh Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by this Amendment.
B. Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.
C. The execution, delivery and performance of this Amendment shall not
constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of any Agent or any Lender under, the Credit Agreement or any of
the other Loan Documents.
4.2 Fees and Expenses. Each Borrower acknowledges that all costs, fees
and expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent, Documentation Agent or the Lenders and their respective
counsel (including, without limitation, O'Melveny & Myers LLP and Ernst & Young
Corporate Finance LLC) with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Borrowers.
4.3 Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
4.4 Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
4.5 Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment shall become effective upon the first date on
which all of the following conditions precedent shall have been satisfied (the
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date of satisfaction of such conditions being referred to herein as the
"Eleventh Amendment Effective Date"): (i) Borrowers, each Subsidiary Guarantor,
and Lenders constituting Requisite Lenders shall have each executed a
counterpart hereof; (ii) Company and Administrative Agent shall have received
written or telephonic notification of such execution and authorization of
delivery of such counterparts; and (iii) Company shall have paid in full all
outstanding statements for fees and expenses of O'Melveny & Myers LLP and Ernst
& Young Corporate Finance LLC, to the extent submitted to Company prior to 5:00
p.m. (New York City time) on December 15, 2003.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORROWERS:
COVANTA ENERGY CORPORATION
By:
-----------------------------------
Jeffrey R. Horowitz
Authorized Officer
Each of the entities named on Schedule A annexed hereto,
as Borrowers
By:
-----------------------------------
Jeffrey R. Horowitz
Authorized Officer
Each of the entities named on Schedule B annexed hereto,
as Borrowers
By:
-----------------------------------
Anthony Orlando
Authorized Officer
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SUBSIDIARY GUARANTORS:
Each of the entities named on Schedule C annexed hereto,
as Subsidiary Guarantors
By:
-----------------------------------
Jeffrey R. Horowitz
Authorized Officer
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AGENTS AND LENDERS:
BANK OF AMERICA, N.A.,
as Administrative Agent and Co-Arranger and as a Lender
By:
-----------------------------------
Henry Yu
Managing Director
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DEUTSCHE BANK AG, NEW YORK BRANCH,
as Documentation Agent and Co-Arranger and as a Lender
By:
-----------------------------------
Keith C. Braun
Director
By:
-----------------------------------
Mark B. Cohen, Managing Director
Head of Workout
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BAYERISCHE HYPO-UND VEREINSBANK AG,
as a Lender
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
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COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
as a Lender
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
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CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By:
-----------------------------------
Name:
Title:
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Lender
By:
-----------------------------------
Name:
Title:
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HSBC BANK USA,
as a Lender
By:
-----------------------------------
Name:
Title:
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IIB BANK LTD, IFSC BRANCH,
as a Lender
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
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JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan Bank),
as a Lender
By:
-----------------------------------
Name:
Title:
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LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
as a Lender
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
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MERRILL LYNCH, PIERCE & SMITH,
INCORPORATED, as a Lender
By:
-----------------------------------
Name:
Title:
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BANC OF AMERICA SECURITIES LLC, as
Agent for BANK OF AMERICA, N.A., as a Lender
By:
-----------------------------------
Name:
Title:
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SPECIAL SITUATIONS INVESTING GROUP,
as a Lender
By:
-----------------------------------
Name:
Title:
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SUNTRUST BANK,
as a Lender
By:
-----------------------------------
Name:
Title:
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THE BANK OF NEW YORK,
as a Lender
By:
-----------------------------------
Name:
Title:
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THE BANK OF NOVA SCOTIA,
as a Lender
By:
-----------------------------------
Name:
Title:
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UBS AG, STAMFORD BRANCH,
as a Lender
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
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U.S. BANK NATIONAL ASSOCIATION
(formerly known as Firstar Bank, N.A.),
as a Lender
By:
-----------------------------------
Name:
Title:
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WESTLB AG (formerly known as Westdeutsche Landesbank
Girozentrale), NEW YORK BRANCH,
as a Lender
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
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BEAR STEARNS & CO. INC.,
as a Lender
By:
-----------------------------------
Name:
Title:
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Schedule A
Other Borrowers
1. AMOR 14 Corp.
2. Covanta Acquisition, Inc.
3. Covanta Alexandria/Arlington, Inc.
4. Covanta Babylon, Inc.
5. Covanta Bessemer, Inc.
6. Covanta Bristol, Inc.
7. Covanta Cunningham Environmental Support, Inc.
8. Covanta Energy Americas, Inc.
9. Covanta Energy Construction, Inc.
10. Covanta Energy Resource Corp.
11. Covanta Energy Sao Jeronimo, Inc.
12. Covanta Energy Services, Inc.
13. Covanta Energy West, Inc.
14. Covanta Engineering Services, Inc.
15. Covanta Fairfax, Inc.
16. Covanta Financial Services, Inc.
17. Covanta Geothermal Operations Holdings, Inc.
18. Covanta Geothermal Operations, Inc.
19. Covanta Heber Field Energy, Inc.
20. Covanta Hennepin Energy Resource Co., L.P.
21. Covanta Hillsborough, Inc.
22. Covanta Honolulu Resource Recovery Venture
23. Covanta Huntington Limited Partnership
24. Covanta Huntington Resource Recovery One Corp.
25. Covanta Huntington Resource Recovery Seven Corp.
26. Covanta Huntington, Inc.
27. Covanta Huntsville, Inc.
28. Covanta Hydro Energy, Inc.
29. Covanta Hydro Operations West, Inc.
30. Covanta Hydro Operations, Inc.
31. Covanta Imperial Power Services, Inc.
32. Covanta Indianapolis, Inc.
33. Covanta Kent, Inc.
34. Covanta Key Largo, Inc.
35. Covanta Lake, Inc.
36. Covanta Lancaster, Inc.
37. Covanta Lee, Inc.
38. Covanta Long Island, Inc.
39. Covanta Marion Land Corp.
40. Covanta Marion, Inc.
41. Covanta Mid-Conn., Inc.
42. Covanta Montgomery, Inc.
43. Covanta New Martinsville Hydro-Operations Corp.
44. Covanta Northwest Puerto Rico, Inc.
45. Covanta Oahu Waste Energy Recovery, Inc.
46. Covanta Oil & Gas, Inc.
47. Covanta Onondaga Five Corp.
48. Covanta Onondaga Four Corp.
49. Covanta Onondaga Limited Partnership
50. Covanta Onondaga Operations, Inc.
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51. Covanta Onondaga Three Corp.
52. Covanta Onondaga Two Corp.
53. Covanta Onondaga, Inc.
54. Ogden Services Corporation
55. Covanta Operations of Union LLC
56. Covanta OPW Associates, Inc.
57. Covanta OPWH, Inc.
58. Covanta Pasco, Inc.
59. Covanta Plant Services of New Jersey, Inc.
60. Covanta Power Development of Bolivia, Inc.
61. Covanta Power Development, Inc.
62. Covanta Power Equity Corp.
63. Covanta Projects of Hawaii, Inc.
64. Covanta Projects of Wallingford, LP
65. Covanta RRS Holdings, Inc.
66. Covanta Secure Services USA, Inc.
67. Covanta Secure Services, Inc.
68. Covanta SIGC Energy II, Inc.
69. Covanta SIGC Energy, Inc.
70. Covanta SIGC Geothermal Operations, Inc.
71. Covanta Stanislaus, Inc.
72. Covanta Systems, Inc.
73. Covanta Tampa Bay, Inc.
74. Covanta Tulsa, Inc.
75. Covanta Union, Inc.
76. Covanta Wallingford Associates, Inc.
77. Covanta Warren Energy Resources Co., LP
78. Covanta Waste Solutions, Inc.
79. Covanta Waste to Energy of Italy, Inc.
80. Covanta Waste to Energy, Inc.
81. Covanta Water Holdings, Inc.
82. Covanta Water Systems, Inc.
83. Covanta Water Treatment Services, Inc.
84. DSS Environmental, Inc.
85. ERC Energy II, Inc.
86. ERC Energy, Inc.
87. Heber Field Company
88. Heber Field Energy II, Inc.
89. Heber Geothermal Company
90. Heber Loan Partners
91. Ogden Environmental & Energy Services Co., Inc.
92. OPI Quezon, Inc.
93. Second Imperial Geothermal Co., L.P.
94. Three Mountain Operations, Inc.
95. Three Mountain Power LLC
Page 32
Schedule B
Other Borrowers
1. Alpine Food Products, Inc.
2. BDC Liquidating Corp.
3. Bouldin Development Corp.
4. Covanta Energy Group, Inc.
5. Covanta Energy International, Inc.
6. Covanta Equity of Alexandria/Arlington, Inc.
7. Covanta Equity of Stanislaus, Inc.
8. Covanta Power International Holdings, Inc.
9. Covanta Projects, Inc.
10. Doggie Diner, Inc.
11. Gulf Coast Catering Company, Inc.
12. J.R. Jacks Construction Corp.
13. Lenzar Electro-Optics, Inc.
14. Logistics Operations, Inc.
15. Offshore Food Service, Inc.
16. OFS Equity of Alexandria/Arlington, Inc.
17. OFS Equity of Babylon, Inc.
18. OFS Equity of Delaware, Inc.
19. OFS Equity of Huntington, Inc.
20. OFS Equity of Indianapolis, Inc.
21. OFS Equity of Stanislaus, Inc.
22. Ogden Allied Abatement & Decontamination Service, Inc.
23. Ogden Allied Maintenance Corp.
24. Ogden Allied Payroll Services, Inc.
25. Ogden Attractions, Inc.
26. Ogden Aviation Distributing Corp.
27. Ogden Aviation Fueling Company of Virginia, Inc.
28. Ogden Aviation Security Services of Indiana, Inc.
29. Ogden Aviation Service Company of Colorado, Inc.
30. Ogden Aviation Service Company of Pennsylvania, Inc.
31. Ogden Aviation Service International Corporation
32. Ogden Aviation Terminal Services, Inc.
33. Ogden Aviation, Inc.
34. Ogden Cargo Spain, Inc.
35. Ogden Central and South America, Inc.
36. Ogden Cisco, Inc.
37. Ogden Communications, Inc.
38. Ogden Constructors, Inc.
39. Ogden Facility Holdings, Inc.
40. Ogden Facility Management Corporation of Anaheim
41. Ogden Facility Management Corporation of West Virginia
42. Ogden Film and Theatre, Inc.
43. Ogden Firehole Entertainment Corp.
44. Ogden Food Service Corporation of Milwaukee, Inc.
45. Ogden International Europe, Inc.
46. Ogden Leisure, Inc.
47. Ogden Management Services, Inc.
48. Ogden New York Services, Inc.
49. Ogden Pipeline Service Corporation
50. Ogden Support Services, Inc.
51. Ogden Technology Services Corporation
52. Ogden Transition Corporation
53. PA Aviation Fuel Holdings, Inc.
54. Philadelphia Fuel Facilities Corporation
Page 33
Schedule C
Subsidiary Guarantors
1. Covanta Haverhill Properties, Inc.
2. Covanta Haverhill, Inc.
3. Covanta Omega Lease, Inc.
4. Haverhill Power, Inc.
5. LMI, Inc.
6. Michigan Waste Energy, Inc.
Page 34