Exhibit 10.1(b)
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SECOND AMENDMENT
TO REVOLVING CREDIT
AND PARTICIPATION AGREEMENT
This SECOND AMENDMENT TO REVOLVING CREDIT AND PARTICIPATION AGREEMENT (this
"Amendment") is dated as of August 31, 2001 and entered into by and among
COVANTA ENERGY CORPORATION, a Delaware corporation ("Company"), and THE
SUBSIDIARIES LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively,
Company and such Subsidiaries of Company are "Borrowers" and each a "Borrower"),
the Loan Parties listed on the signature pages hereof, the financial
institutions parties hereto (each a "Lender" and collectively, the "Lenders"),
BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (the
"Administrative Agent"), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Documentation
Agent for the Lenders ("Documentation Agent"), and is made with reference to
that certain Revolving Credit and Participation Agreement dated as of March 14,
2001 (as amended, restated, supplemented or otherwise modified as of the date
hereof, the "Credit Agreement"), by and among the Borrowers, the Lenders listed
therein as Lenders, Administrative Agent and Documentation Agent. Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.
RECITALS
WHEREAS, the Borrowers and Lenders desire to amend the Credit Agreement to
(i) replace the Monthly Budget with a revised Monthly Budget, (ii) permit
abandonment, bankruptcy, reorganization or liquidation of certain Subsidiaries,
(iii) permit Company to receive consideration other than cash with respect to
the sale of the Australian operations of ▇▇▇▇▇ IFC, (iv) permit Company to sell
accounts receivable with respect to Pacific Gas & Electric Company and its
subsidiaries and affiliates and Southern California Edison Corporation and its
subsidiaries and affiliates at a discount and (v) make certain other amendments
as set forth below;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Provisions Relating to Defined Terms
New Definitions. Subsection 1.1 of the Credit Agreement is hereby amended
by (i) deleting the definition of "Monthly Budget", and (ii) inserting the
following new definitions in the appropriate alphabetical order:
"Australian Investment" means the receipt by ▇▇▇▇▇ Entertainment
Services (Asia Pacific) Pty Ltd. of preferred stock of ▇▇▇▇▇ International
Facilities Corporation Pty Ltd ("▇▇▇▇▇ IFC"), redeemable in the future, in
an amount up to $2 million, out of 50% of ▇▇▇▇▇ IFC's after-tax profits, in
consideration for the sale of its Australian venue management operations.
"CGS" means Compania General de Sondeos CGS, S.A.
"Datacom" means, collectively, Datacom Custom Manufacturing, Inc. and
Datacom de Mexico, S.A. de C.V.
"Equity Bonds" means those equity bonds set forth on Schedule 7.13
annexed hereto.
"Monthly Budget" means the cash usage budget delivered by Company to
Lenders on or prior to the Closing Date, as amended, attached hereto as
Schedule 1.1(e), setting forth, for each calendar month from the Closing
Date through the Maturity Date, cash expenditures for Company and its
Subsidiaries.
"PG&E" means Pacific Gas & Electric Company and its Subsidiaries and
affiliates.
"Second Amendment" means that certain Second Amendment to Revolving
Credit and Participation Agreement dated as of August 31, 2001 by and among
the Borrowers, the Subsidiary Guarantors and the Lenders and Agents party
thereto.
"Second Amendment Effective Date" means the "Amendment Effective Date"
as defined in the Second Amendment.
"SoCal" means Southern California Edison Corporation and its
Subsidiaries and affiliates.
1.2 Provision Relating to Revolving Loans
Subsection 3.1A of the Credit Agreement is hereby amended by (i) deleting
the word "or" after clause (vi) thereof, (ii) deleting the "." at the end of
clause (vii) thereof and substituting therefor "; or" and (iii) adding the
following new clause (viii) at the end thereof:
"(viii) any Letter of Credit without approval by (i) Revolving Lenders
having or holding at the relevant time more than 60% of the aggregate
Revolving Loan Exposure, and (ii) at least 8 Revolving Lenders, during the
period from and after the Second Amendment Effective Date through and
including the Maturity Date."
1.3 Provision Relating to Financial Statements and Other Reports
Subsection 6.1 of the Credit Agreement is hereby amended by (i) deleting
the word "and" after clause (xix) thereof, (ii) deleting the "." at the end of
clause (xx) thereof and (iii) adding the following new clauses (xxi) and (xxii)
at the end thereof:
"(xxi) Monthly Updates: after the Second Amendment Effective Date,
within 20 days after the end of each month, a written update on credit
reduction initiatives (including, without limitation, initiatives relating
to the Convertible Subordinated Debentures, the Letters of Credit issued in
connection with the Equity Bonds, Detroit Project and Anaheim Project) and
other initiatives (including, without limitation, Asset Sales) and on such
other matters as the Administrative Agent or Documentation Agent may
reasonably request from time to time, and each such written update shall be
in form and substance satisfactory to Administrative Agent and
Documentation Agent; and
(xxii) Rolling Thirteen-Week Cash Forecast; Cash Reports: after the
Second Amendment Effective Date, as soon as available and in any event no
later than October 20, 2001 and for each month thereafter, no later than
the 5th and 20th day of such month (a) a consolidated cash forecast for
Company and its Subsidiaries for the thirteen consecutive week period (each
such forecast, a "13-Week Rolling Forecast") immediately following the 15th
and 30th day (as applicable) of each month, in form reasonably satisfactory
to Administrative Agent and Documentation Agent, setting forth projected
cash receipts and cash expenditures for each such week with (1) individual
line items corresponding to those in the Monthly Budget and (2) individual
line items setting forth projected operational cash flows from the "WTE"
business, the "IPP East" business and the "IPP West" business of Company
and its Subsidiaries (including, with respect to each line item described
in clause (1) or (2), separate projected amounts (where appropriate) of
cash receipts and cash expenditures included in such line item); and (b) a
report for the two-week period most recently ended (from the 1st through
the 15th or the 16th through the 30th day (as applicable) of each month)
setting forth (1) actual cash receipts and cash expenditures of Company and
its Subsidiaries for each such week with respect to each line item
described (or which would be described) in a 13-Week Rolling Forecast, (2)
in each such report required to be delivered on or after November 5, 2001,
the percentage and dollar variance of such amounts from the projected
amounts therefor set forth in (x) the projections for the corresponding
week contained in the first 13-Week Rolling Forecast delivered hereunder
with respect to such week and (y) the projections for the corresponding
week contained in the most recent 13-Week Rolling Forecast delivered
hereunder with respect to such week, if materially different from the
projections described in clause (x) (or if otherwise requested by either of
the Agents), and (3) a narrative analysis of each such reported variance.
It is understood and agreed that each report described in clause (b) of the
preceding sentence, together with the 13-Week Rolling Forecast deliverable
in connection therewith, shall be delivered by Company no later than (i)
the 20th day of each month, for the two-week period ending on the 15th day
of such month and (ii) the 5th day of each month, for the two-week period
ending on the 30th day of the immediately preceding month."
1.4 Provision Relating to Indebtedness
Subsection 7.1 of the Credit Agreement is hereby amended by (i) deleting
the word "and" after clause (ix) thereof, (ii) deleting the "." at the end of
clause (x) thereof and substituting therefor "; and" and (iii) adding the
following new clause (xi) at the end thereof:
"(xi) After the Second Amendment Effective Date, Company and its
Subsidiaries may, notwithstanding the provisions of subsection 7.13 and
subsection 7.5, refinance the existing Equity Bonds; provided, however,
that (a) the principal amount of such refinancing Indebtedness shall not
exceed the principal amount of the Equity Bonds being refinanced (provided
that the Equity Bonds with respect to Huntington and Babylon may be
refinanced as separate series of bonds in a combined refinancing and the
principal amount of each series shall not exceed the principal amount of
the applicable Equity Bonds previously outstanding for those Facilities),
(b) such refinancing Indebtedness shall have no scheduled installments of
principal prior to the maturity thereof and no mandatory redemption
requirements prior to five years from the Second Amendment Effective Date,
and the final scheduled maturity thereof shall be no earlier than the final
scheduled maturity of the Equity Bonds so refinanced (provided that the
Equity Bonds with respect to Huntington and Babylon may be refinanced as
separate series of bonds in a combined refinancing and the maturity date of
each series shall not be earlier than the maturity date of the applicable
Equity Bonds previously outstanding for those Facilities), (c) interest and
fees accruing with respect to such refinancing Indebtedness shall not
exceed 8% per annum, (d) no collateral security, other than Company's
guaranty of payment, shall be provided by Company or any of its
Subsidiaries to any Person in connection with such refinancing
Indebtedness, (e) no Person shall have any recourse to Company or any
Subsidiary of Company pursuant to any Contingent Obligation supporting such
refinancing Indebtedness, other than a guaranty by Company of the payment
thereof described in clause (d), (f) none of Company nor any of its
Subsidiaries shall be obligated under any circumstances to obtain or cause
the issuance of a letter of credit or similar instrument to support such
refinancing Indebtedness, (g) the applicable documentation for such
refinancing Indebtedness shall contain covenants no less favorable to the
relevant obligors than those contained in the 9.25% Debenture Indenture
(provided that covenants similar to those set forth in Sections 9.3, 9.8
and 9.9 of the 9.25% Debenture Indenture shall not be contained in the
applicable documentation for such refinancing Indebtedness), (h) the
applicable documentation for such refinancing Indebtedness shall contain
events of default no less favorable to the relevant obligors than those
contained in the 9.25% Debenture Indenture and (i) Company and its
Subsidiaries shall apply, or cause to be applied, immediately after
receipt, all proceeds of such refinancing Indebtedness to repay any drawing
under any Pooled Letter of Credit supporting payment of the applicable
Equity Bonds."
1.5 Provision Relating to Investment Spending
Subsection 7.3 of the Credit Agreement is hereby amended by (i) deleting
the word "and" after clause (xiv) thereof, (ii) deleting the "." at the end of
clause (xv) thereof and substituting therefor "; and", and (iii) adding the
following new clause (xvi) immediately prior to the last paragraph of such
subsection:
"(xvi) after the Second Amendment Effective Date, Company and its
Subsidiaries may make the Australian Investment and own the preferred stock
acquired thereby, so long as the sale of Company's and its Subsidiaries'
Australian venue management operations is consummated in accordance with
the terms of this Agreement."
1.6 Provision Relating to Contingent Obligations; Performance Guaranties.
Subsection 7.4 of the Credit Agreement is hereby amended by (i) deleting
the word "and" after clause (viii) thereof, (ii) deleting the "." at the end of
clause (ix) thereof and substituting therefor "; and" and (iii) adding the
following new clause (x) at the end thereof:
"(x) after the Second Amendment Effective Date, Company may become and
remain liable with respect to Contingent Obligations consisting of
guaranties of Indebtedness incurred to refinance the Equity Bonds to the
extent such Indebtedness is permitted by subsection 7.1(xi)."
1.7 Provision Relating to Restricted Payments
Subsection 7.5(vii) of the Credit Agreement is hereby amended by deleting
the reference to "$55,000" therein and substituting therefor "$72,000".
1.8 Provision Relating to Asset Sales
A. Subsection 7.7(vii). Subsection 7.7(vii)(b) of the Credit Agreement is
hereby amended by inserting the words "and the Australian Investment" following
the words "with exception to the Aviation Note," in the beginning thereof.
B. Subsection 7.7. Subsection 7.7 of the Credit Agreement is hereby amended
by (i) deleting the word "and" after clause (x) thereof, (ii) deleting the "."
at the end of clause (xi) and (iii) adding the following new clauses (xii) and
(xiii) at the end thereof:
"(xii) after the Second Amendment Effective Date, Company and any of
its Subsidiaries may abandon, liquidate or cause bankruptcy, reorganization
or similar filing to be made with respect to all or any part of the
business of CGS; provided, however, that such liquidation shall not give
rise to (a) any breach or default under any of the Financing Documents or
any other Indebtedness of Company or any of its Subsidiaries, or (b) any
contractual recourse obligations or recourse obligations arising as a
matter of law to Company or any of its Subsidiaries other than CGS; and
(xiii) Company may sell or dispose of up to $77,600,000 face amount of
accounts receivable owed by PG&E and/or accounts receivable owed by SoCal
to Company and its Subsidiaries (collectively, the "Accounts Receivable")
following a process reasonably designed to maximize value; provided,
however that the sole consideration received for such Accounts Receivable
shall be cash and no such Accounts Receivable shall be sold by Company or
any Subsidiary to any buyer at a discount of greater than 30% of the face
value of such Accounts Receivable."
1.9 Provision Relating to Monthly Budget Covenants
A. Subsection 7.8C. Subsection 7.8C of the Credit Agreement is hereby
amended by adding the following at the end thereof:
"Notwithstanding anything in subsection 7.3(vii) or elsewhere in this
Agreement to the contrary, Borrowers shall not, and shall not permit their
respective Subsidiaries to, make any cash expenditures, directly or
indirectly create, incur or assume any commitments to make any cash
expenditures or directly or indirectly create, incur or assume any
Contingent Obligations, the amount of which would in accordance with past
practice be classified as "IPP Unidentified Investments-Direct Investment"
set forth in the Monthly Budget, during the period from and after the
Second Amendment Effective Date to and including the Maturity Date."
B. Subsection 7.8E. Subsection 7.8 of the Credit Agreement is hereby
amended by adding the following subsection E at the end thereof:
"E. Datacom and CGS Expenditures. Borrowers shall not, and shall not
permit their respective Subsidiaries to make cash expenditures after the
Second Amendment Effective Date (i) in connection with Datacom or its
operations in excess of an aggregate amount of $200,000, provided, however,
that Datacom itself may make such cash expenditures in excess of $200,000
so long as such expenditures are otherwise not prohibited under this
Agreement; or (ii) in connection with CGS or its operations in excess of an
aggregate amount of $200,000, provided, however that CGS itself may make
such cash expenditures in excess of $200,000 so long as such expenditures
are otherwise not prohibited under this Agreement, provided, further that
Borrowers may make cash expenditures in connection with CGS or its
operations in excess of $200,000 so long as such expenditures are permitted
pursuant to subsection 7.8D of the Credit Agreement."
1.10 Provisions Relating to Bankruptcy
Subsections 8.6 and 8.7 of the Credit Agreement are hereby amended by
adding the words "(other than CGS so long as Company is in compliance with
subsection 7.7(xii))", following the words "Company or any of its Subsidiaries"
wherever they appear.
1.11 Provisions Relating to the Exhibits and Schedules
A. Schedule 1.1(e). Schedule 1.1(e) to the Credit Agreement is hereby
deleted in its entirety and replaced with the revised Schedule 1.1(e) attached
hereto as Annex A.
B. Schedule 7.13. The Credit Agreement is hereby amended by adding a new
Schedule 7.13, attached hereto as Annex B.
C. Compliance Certificate. Attachment No. 1 to Exhibit V to the Credit
Agreement is hereby amended by deleting the reference to "$55,000" in section
D.2. thereof and substituting therefor "$72,000".
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, the Borrowers represent and
warrant to each Lender that the following statements are true, correct and
complete:
A. Corporate Power and Authority. 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").
B. 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 Borrower.
C. 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 any Loan Party or any of its Subsidiaries, or the
Certificate or Articles of Incorporation or Certificate of Formation or Bylaws
or Operating Agreement of any Loan Party or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
any Loan Party or any of its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other material agreement, contract or instrument to which any
Loan Party or any of its Subsidiaries is a party or by which it or any of its
property or assets is bound or to which it may be subject (each such indenture,
mortgage, deed of trust, credit agreement, loan agreement, material agreement,
contract or instrument, a "Contractual Obligation"), (iii) result in or require
the creation or imposition of any Lien upon any of the properties or assets of
any Loan Party or any of its Subsidiaries (other than Liens created under any of
the Loan Documents in favor of Administrative Agent or Collateral Agent on
behalf of the Banks), or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual Obligation of any Loan
Party or any of its Subsidiaries.
D. Governmental Consents. 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 require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.
E. Binding Obligation. This Amendment has been duly executed and delivered
by each Loan Party and 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.
F. 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 Amendment Effective Date (as hereinafter defined) to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.
G. Absence of Default. As of the date hereof after giving effect hereto,
there exists no Default or Event of Default under the Credit Agreement.
Section 3. ACKNOWLEDGEMENT AND CONSENT
Each Borrower and Subsidiary Guarantor hereby acknowledges that such Loan
Party has read this Amendment and consents to the terms hereof and further
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.
Section 4. MISCELLANEOUS
A. Covenant Relating to Financial Advisor.
On or prior to October 19, 2001, Company shall select and retain, on scope
and terms reasonably acceptable to Administrative Agent and Documentation Agent,
an advisor (reasonably acceptable to Administrative Agent and Documentation
Agent) with respect to matters relating to the financial restructuring of
Company and its Subsidiaries.
B. Covenant Relating to Datacom.
Company shall notify Administrative Agent and Documentation Agent in
writing on or before September 26, 2001 of its intention to pursue the
abandonment, liquidation or filing for bankruptcy, reorganization or other
similar filing or the sale of all or any part of the business of Datacom.
C. Covenant Relating to Foreign Cash
As soon as available and in any event within 30 days of the Second
Amendment Effective Date, Company shall provide to Administrative Agent and
Documentation Agent a written analysis, in form and substance satisfactory to
Administrative Agent and Documentation Agent, with respect to (i) cash
maintained in foreign jurisdictions by Company and its Subsidiaries, identifying
the amount thereof, the jurisdictions in which (and the institutions and
accounts in which) such cash is located and any valid and enforceable
contractual restrictions or local laws prohibiting the repatriation of such cash
(to the extent consents allowing such repatriation have not been obtained), and
(ii) any other matters relating to such cash that Administrative Agent or
Documentation Agent may request.
D. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import referring to the Credit Agreement, and each reference in the other Loan
Documents to the "Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Amended Agreement.
(ii) 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.
(iii) The execution, delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of any Agent or any Lender
under, the Credit Agreement or any of the other Loan Documents.
(iv) (iv) Company agrees that any failure to comply with the covenants in
this Amendment shall be an Event of Default under the Credit Agreement.
E. 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 & ▇▇▇▇▇ 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 the Borrowers.
F. 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.
G. 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.
H. 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 (i) the execution
of a counterpart hereof by each Borrower, each Subsidiary Guarantor and the
Lenders constituting Requisite Lenders, (ii) receipt by each Borrower,
Administrative Agent and Documentation Agent of written or telephonic
notification of such execution and authorization of delivery thereof, (iii) the
payment to Administrative Agent, for distribution to each Pooled Facility Lender
and each Revolving Lender that has in either case executed and delivered this
Amendment on or prior to 5:00 p.m. (New York City time) on September 26, 2001,
in proportion to such Lender's Pro Rata Share, an amendment fee in an aggregate
amount equal to .125% of the sum of the total Pooled Facility Exposure of all
Pooled Facility Lenders plus the sum of the total Revolving Loan Exposure of all
Revolving Lenders, each such credit exposure to be calculated as of such date,
and (iv) the payment to Administrative Agent, for distribution to each Opt-Out
Lender that has in either case executed and delivered this Amendment on or prior
to 5:00 p.m. (New York City time) on September 26, 2001, in proportion to the
ratio of such Opt-Out Lender's Opt-Out Facility Exposure to the sum of the total
Opt-Out Facility Exposure of all Opt-Out Lenders, an amendment fee in an
aggregate amount equal to .125% of the sum of the total Opt-Out Facility
Exposures of all Opt-Out Lenders, each such Opt-Out Facility Exposure to be
calculated as of such date(the date of satisfaction of such conditions being
referred to herein as the "Amendment Effective Date").
[Remainder of this page intentionally left blank.]
Second Amendment
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: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Officer
Each of the entities named on Schedule
A annexed hereto, as Borrowers
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name:
Title:
Each of the entities named on Schedule
B annexed hereto, as Subsidiary
Guarantors
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name:
Title:
Each of the entities named on Schedule
C annexed hereto, as Subsidiary
Guarantors
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name:
Title:
AGENTS AND LENDERS:
BANK OF AMERICA, N.A.,
as Administrative Agent, Co-Arranger,
Co-Book Runner and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
DEUTSCHE BANK AG, NEW YORK BRANCH
As Documentation Agent, Co-Arranger,
Co-Book Runner And As A Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
ABN AMRO BANK N.V.,
as a lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Group Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
BANK OF MONTREAL,
as a lender
By: /s/ ▇▇▇▇▇▇▇ ▇. Turf
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Name: ▇▇▇▇▇▇▇ ▇. Turf
Title: Director
BAYERISCHE HYPO-UND VEREINSBANK AG,
as a lender
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Associate Director
CANADIAN IMPERIAL BANK OF COMMERCE,
as a Lender
By: /s/ ▇.▇. ▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Banks
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Banks
Title: Senior Manager
CLARICA LIFE INSURANCE COMPANY,
as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director, Structural Finance
CREDIT LYONNAIS CANADA,
as a Lender
By: /s/ ▇.▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇.▇. ▇▇▇▇▇▇
Title: Senior Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CREDIT SUISSE FIRST BOSTON,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇ ▇'▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇'▇▇▇▇
Title: Vice President
DRESDNER BANK AG, GRAND CAYMAN BRANCH
as a Lnder
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Treasurer
FLEET NATIONAL BANK,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ S.V.P.
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Senior Vice President
HSBC BANK CANADA,
as a Lender
By: /s/ ▇.▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇.▇. ▇▇▇▇▇▇
Title: Senior Manager
By:
-----------------------------------
Name:
Title:
HSBC BANK USA,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: HSBC Bank USA
Vice President
IIB BANK [IFSC BRANCH],
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Head of Credit
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Director
NATIONAL WESTMINSTER BANK PLC, New York
and/or Nassau Branch
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
ROYAL BANK OF SCOTLAND PLC,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
SANPAOLO IMI S.p.A.,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ Ettdre Viazzo
-----------------------------------
Name: Ettdre Viazzo
Title: Vice President
THE BANK OF NEW YORK,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Director
THE CHASE MANHATTAN BANK,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ Lancia
-----------------------------------
Name: ▇▇▇▇▇▇▇ Lancia
Title: Vice President
THE DAI-ICHI KANGYO BANK, LIMITED,
Los Angeles Agency
as a Lender
By: /s/ Yoshimitsu Arahata
-----------------------------------
Name: Yoshimitsu Arahata
Title: Senior Vice President &
Joint General Manager
THE HUNTINGTON NATIONAL BANK,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
THE SANWA BANK, LIMITED, NEW YORK BRANCH
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇
Title: Vice President & Area Manager
SUMITOMO MITSUI BANKING CORPORATION
OF CANADA,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇
Title: Vice President
THE TOKAI BANK, LIMITED - NEW YORK
BRANCH,
as a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Deputy General Manager
THE TORONTO-DOMINION BANK,
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: MGR. CR ADMIN.
THE TORONTO-DOMINION BANK,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
UBS AG,
as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director
Recovery Management
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Director
Recovery Management
U.S. BANK NATIONAL ASSOCIATION
(formerly known as Firstar Bank, N.A.)
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice
President
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Associate Director
Schedule A
OTHER BORROWERS
1. Covanta Acquisition, Inc.
2. Covanta Bessemer, Inc.
3. Covanta ▇▇▇▇▇▇▇▇▇▇ Environmental Support, Inc.
4. Covanta Geothermal Operations Holdings, Inc.
5. Covanta Imperial Power Services, Inc.
6. Covanta Oahu Waste Energy Recovery, Inc.
7. Covanta Energy Americas, Inc.
8. Covanta Energy Construction, Inc.
9. Covanta Energy Group, Inc.
10. Covanta Energy Resource Corp.
11. Covanta Energy Sao ▇▇▇▇▇▇▇▇, Inc.
12. Covanta Energy West, Inc.
13. Covanta Energy International, Inc.
14. Covanta Energy Services, Inc.
15. Covanta Equity of Stanislaus, Inc.
16. Covanta Financial Services, Inc.
17. Covanta Geothermal Operations, Inc.
18. Covanta Haverhill Properties, Inc.
19. Covanta Hydro Energy, Inc.
20. Covanta Hydro Operations West, Inc.
21. Covanta Haverhill, Inc.
22. Covanta Huntington Resource Recovery One Corp.
23. Covanta Huntington Resource Recovery Seven Corp.
24. Covanta Long Island, Inc.
25. Covanta Oil & Gas, Inc.
26. Covanta Omega Lease, Inc.
27. Covanta Onondaga Five Corp.
28. Covanta Onondaga Four Corp.
29. Covanta Onondaga Three Corp.
30. Covanta Onondaga Two Corp.
31. Covanta Onondaga, Inc.
32. Covanta Onondaga Operations, Inc.
33. Covanta OPWH, Inc.
34. Covanta Power Development, Inc.
35. Covanta Power Development of Bolivia, Inc.
36. Covanta Power Equity Corporation
37. Covanta Power International Holdings, Inc.
38. Covanta Projects, Inc.
39. Covanta RRS Holdings Inc.
40. Covanta SIGC Geothermal Operations, Inc.
41. Covanta Stanislaus, Inc.
42. Covanta Systems, Inc.
43. Covanta Waste Solutions, Inc.
44. Covanta Waste to Energy of Italy, Inc.
45. Covanta Waste to Energy, Inc.
46. Covanta Secure Services USA, Inc.
47. Covanta Secure Services, Inc.
48. Covanta Water Holdings, Inc.
49. Covanta Water Systems, Inc.
50. Covanta Water Treatment Services, Inc.
51. DSS Environmental, Inc.
52. Haverhill Power, Inc.
53. Honolulu Resource Recovery Venture
54. LMI, Inc.
55. Michigan Waste Energy, Inc.
56. New Martinsville Hydro-Operations Corporation
57. OFS Equity of Alexandria/Arlington, Inc.
58. OFS Equity of Babylon, Inc.
59. OFS Equity of Delaware, Inc.
60. OFS Equity of Huntington, Inc.
61. OFS Equity of Indianapolis, Inc.
62. OFS Equity of Stanislaus, Inc.
63. ▇▇▇▇▇ Engineering Services, Inc.
64. ▇▇▇▇▇ Environmental & Energy Services Co., Inc.
65. ▇▇▇▇▇ Hydro Operations, Inc.
66. ▇▇▇▇▇ Management Services, Inc.
67. ▇▇▇▇▇ ▇▇▇▇▇▇ Land Corp.
68. ▇▇▇▇▇ ▇▇▇▇▇▇ Operations of Union LLC
69. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of Alexandria/Arlington, Inc.
70. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of Bristol, Inc.
71. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of Fairfax, Inc.
72. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of Hillsborough, Inc.
73. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of Huntsville, Inc.
74. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of Kent, Inc.
75. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of Lancaster, Inc.
76. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of ▇▇▇, Inc.
77. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of ▇▇▇▇▇▇, Inc.
78. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of ▇▇▇▇▇▇▇▇▇▇, Inc.
79. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of Northwest Puerto Rico, Inc.
80. ▇▇▇▇▇ ▇▇▇▇▇▇ Systems of Pasco, Inc.
81. ▇▇▇▇▇ Plant Services of New Jersey, Inc.
82. ▇▇▇▇▇ Projects of Hawaii, Inc.
83. ▇▇▇▇▇ Services Corp.
84. Ogden Wallingford Associates, Inc.
85. ▇▇▇▇▇ Water Systems of Key Largo, Inc.
86. ▇▇▇▇▇ Water Systems of Tampa Bay, Inc.
87. OMS Equity of Alexandria/Arlington, Inc.
88. OPI Quezon Inc.
89. OPW Associates, Inc.
90. Resource Recovery Systems of Connecticut, Inc.
91. Three Mountain Operations, Inc.
Schedule B
Datacom Custom Manufacturing, Inc.
Kansas City International Fueling Facilities Corporation LaGuardia Fuel
Facilities Corporation ▇▇▇▇▇▇▇ Field Fueling Facilities Corporation Lenzar
Electro-Optics, Inc.
Love Field Fueling Facilities Corporation
Newark Automotive Fuel Facilities Corporation
▇▇▇▇▇ Allied Maintenance Corporation
▇▇▇▇▇ Allied Maintenance Securities, Inc.
▇▇▇▇▇ Allied Payroll Services, Inc.
▇▇▇▇▇ Attractions, Inc.
▇▇▇▇▇ Aviation Distributing Corporation
▇▇▇▇▇ Aviation Fueling Company of Houston, Inc.
▇▇▇▇▇ Aviation Fueling Company of St. Louis, Inc.
▇▇▇▇▇ Aviation Fueling Company of Texas, Inc.
▇▇▇▇▇ Aviation Fueling Company of Virginia, Inc.
▇▇▇▇▇ Aviation Fueling Company, Inc.
▇▇▇▇▇ Aviation Service Company of Colorado, Inc.
▇▇▇▇▇ Aviation Service Company of Kansas City, Inc.
▇▇▇▇▇ Aviation Service Company of New Jersey, Inc.
▇▇▇▇▇ Aviation Service Company of New York, Inc.
▇▇▇▇▇ Aviation Service Company of Pennsylvania, Inc.
▇▇▇▇▇ Aviation Service International Corporation
▇▇▇▇▇ Aviation Services of Puerto Rico, Inc.
▇▇▇▇▇ Aviation Services, Inc.
▇▇▇▇▇ Aviation, Inc.
▇▇▇▇▇ Cargo Spain, Inc. (Delaware Corporation)
▇▇▇▇▇ Central and South America, Inc.
▇▇▇▇▇ Facility Holdings Incorporated
▇▇▇▇▇ Film and Theatre, Inc.
▇▇▇▇▇ Firehole Entertainment Corp.
▇▇▇▇▇ International Europe, Inc.
▇▇▇▇▇ New York Services, Inc.
Philadelphia Fuel Facilities Corporation
▇▇▇▇▇ Film and Theater, Inc.
Schedule C
J.R. Jack's Construction Corporation
▇▇▇▇▇ Constructors, Inc.
Covanta Huntington, Inc.
ANNEX A
ANNEX B
Schedule 7.13
Equity Bonds Outstanding
-----------------------------------------------------------------------
Project Name Par Amount
------------ ----------
-----------------------------------------------------------------------
Babylon $27,800,000
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Huntington $31,100,000
-----------------------------------------------------------------------
Alexandria $14,250,000
-----------------------------------------------------------------------
Indianapolis $33,060,000
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Stanislaus $18,545,000
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