UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 15, 2004
COVANTA ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-3122 13-5549268
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(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
40 LANE ROAD
FAIRFIELD, NEW JERSEY 07004
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(973) 882-9000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 15, 2004, Covanta Energy Corporation (the "Company"),
together with certain of its subsidiaries (the "Borrower Subsidiaries"), entered
into a First Amendment to Credit Agreement (the "First Lien Amendment") with
certain lenders, Bank of America, N.A., as Administrative Agent ("Bank of
America"), and Deutsche Bank Securities Inc., as Documentation Agent ("Deutsche
Bank"). The Amendment modified the terms of the Credit Agreement, dated as of
March 10, 2004, by and among the Company, the Borrower Subsidiaries, certain
lenders, Bank of America and Deutsche Bank (the "First Lien Credit Agreement").
Also on December 15, 2004, the Company, together with the Borrower
Subsidiaries, entered into a First Amendment to Credit Agreement (the "Second
Lien Amendment") with certain lenders and Bank One, N.A., as Administrative
Agent ("Bank One"). The Amendment modified the terms of the Credit Agreement,
dated as of March 10, 2004, by and among the Company, the Borrower Subsidiaries,
certain lenders and Bank One (the "Second Lien Credit Agreement"). The First
Lien Amendment and the Second Lien Amendment are collectively referred to as the
"Amendments," and the First Lien Credit Agreement and the Second Lien Credit
Agreement are collectively referred to as the "Credit Agreements."
The Amendments each modified the minimum consolidated net worth
covenant of the Company and its subsidiaries set forth in the respective Credit
Agreements. In addition, both Amendments revised the respective Credit
Agreements to permit the Company and its subsidiaries to terminate, sell and/or
assign obligations relating to certain landfill gas and wastewater projects, and
to restructure the organization of certain biomass facilities.
A copy of the First Lien Amendment is attached hereto as Exhibit 10.1,
and a copy of the Second Lien Amendment is attached hereto as Exhibit 10.2. Both
are incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired - Not Applicable
(b) Pro Forma Financial Information - Not Applicable
(c) Exhibits
Exhibit No. Exhibit
10.1 First Amendment to Credit Agreement, dated December
15, 2004, by and among Covanta Energy Corporation,
certain of its subsidiaries, certain lenders, Bank of
America, N.A., as Administrative Agent, and Deutsche
Bank Securities Inc., as Documentation Agent
10.2 First Amendment to Credit Agreement, dated December
15, 2004, by and among Covanta Energy Corporation,
certain of its subsidiaries, certain lenders and Bank
One, N.A., as Administrative Agent
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 16, 2004
COVANTA ENERGY CORPORATION
(Registrant)
By: /s/ Timothy J. Simpson
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Name: Timothy J. Simpson,
Title: Senior Vice President, General Counsel and Secretary
COVANTA ENERGY CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit
10.1 First Amendment to Credit Agreement, dated December
15, 2004, by and among Covanta Energy Corporation,
certain of its subsidiaries, certain lenders, Bank of
America, N.A., as Administrative Agent, and Deutsche
Bank Securities Inc., as Documentation Agent
10.2 First Amendment to Credit Agreement, dated December
15, 2004, by and among Covanta Energy Corporation,
certain of its subsidiaries, certain lenders and Bank
One, N.A., as Administrative Agent