EXHIBIT 10.1(e)
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THIRD AMENDMENT
TO REVOLVING CREDIT
AND PARTICIPATION AGREEMENT
This THIRD AMENDMENT TO REVOLVING CREDIT AND PARTICIPATION AGREEMENT
(this "Third Amendment") is dated as of December 20, 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
("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 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, Borrowers and Lenders desire to amend the Credit Agreement to
(i) change the "Cumulative Allowable Cash Usage" set forth in the Monthly Budget
for December 2001 and January 2002; (ii) require Borrowers to deliver to the
Lenders a weekly budget through January 31, 2002; (iii) change the maximum
Consolidated Leverage Ratio through January 2002; and (iv) 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.
Subsection 1.1 of the Credit Agreement is hereby amended by inserting
the following new definitions in the appropriate alphabetical order:
"Budget Period" means December 15, 2001 through January 31, 2002.
"Operational Expenditure Variance Allowance" means $1,000,000.
"Third Amendment" means that certain Third Amendment to Revolving
Credit and Participation Agreement dated as of December 20, 2001 by and among
Borrowers, the Subsidiary Guarantors and the Lenders and Agents party thereto.
"Third Amendment Effective Date" has the meaning assigned to that term
in Section 4.8 of the Third Amendment.
"Weekly Budget" means the consolidated cash forecast annexed hereto as
Schedule 6.19 with respect to each week commencing during the Budget Period,
with items corresponding to those in the 13-Week Rolling Forecast and setting
forth a "minimum cash balance" for each such week.
1.2 Provision Relating to Revolving Loans.
Subsection 2.2A of the Credit Agreement is hereby amended by (i)
deleting the "and" at the end of clause (i) of the last sentence thereof, (ii)
deleting the "." at the end of clause (ii) of the last sentence thereof and
substituting therefor "; and", and (iii) adding the following new clause (iii)
at the end of the last sentence thereof:
"(iii) In no event shall any Revolving Lender be obligated to make a
Revolving Loan on any Funding Date (other than Revolving Loans made
pursuant to subsection 3.3B) unless Revolving Lenders having or holding 80%
or more of the aggregate Revolving Loan Exposure shall have consented, in
connection with the delivery by Borrowers of the relevant Notice of
Borrowing, to the borrowing of Revolving Loans proposed to be made by
Borrowers on such Funding Date."
1.3 Provisions Relating to Fees.
Section 2 of the Credit Agreement is hereby further amended by
renumbering subsection 2.5H thereof as subsection 2.5I and adding immediately
after subsection 2.5G thereof the following new subsection 2.5H:
"H. Third Amendment Fees. Borrowers agree to pay to Administrative
Agent, for distribution to each Lender that has executed and delivered a
counterpart of the Third Amendment prior to 3:00 p.m. (New York City time)
on December 21, 2001, an amendment fee equal to 0.125% of the sum of such
Lender's Pooled Facility Exposure, Revolving Loan Exposure and Opt-Out
Facility Exposure, in each case calculated as of the Third Amendment
Effective Date. Such fee shall be earned by each such Lender on the Third
Amendment Effective Date and shall be payable on the Maturity Date.".
1.4 Provisions Relating to Additional Collateral.
Section 6 of the Credit Agreement is hereby amended by adding the
following new subsections 6.17 and 6.18 at the end thereof:
"6.17 Additional Collateral.
Borrowers shall (a) cooperate and use reasonable best efforts with
Agents in identifying unencumbered assets and (b) make all filings and take all
other actions necessary or desirable, or that Administrative Agent may
reasonably request, to create a valid and perfected First Priority Lien on such
assets.
6.18 Repatriation of Foreign Cash.
Borrowers shall (i) use reasonable best efforts to repatriate to the
Cash Collateral Account all cash maintained in foreign jurisdictions (except to
the extent that such repatriation would constitute a material violation of (a) a
valid and enforceable Contractual Obligation in favor of or for the benefit of a
Person other than Company or any of its Subsidiaries and their respective
Affiliates for which the required consents have not been obtained or (b)
applicable law affecting the relevant Subsidiary of Company) no later than
January 25, 2002, and (ii) as soon as practicable and in any event no later than
January 15, 2002, provide Lenders with an analysis with respect to the tax
consequences of such repatriation in form and substance satisfactory to the
Agents, their counsel and Ernst & Young Corporate Finance LLC.".
1.5 Provision Relating to Indebtedness.
Subsection 7.1 of the Credit Agreement is hereby amended by adding the
following paragraph at the end thereof:
"Notwithstanding anything to the contrary contained herein, Borrowers
shall not incur any Indebtedness for borrowed money (other than
intercompany Indebtedness among Borrowers and their Subsidiaries otherwise
permitted under subsection 7.1) during the period from the Third Amendment
Effective Date to and including January 31, 2002.".
1.6 Provision Relating to Leverage Ratio Covenant.
Subsection 7.6B of the Credit Agreement is hereby amended by (i)
deleting from the table contained therein the reference to "Fiscal Quarter
ending December 31, 2001" and substituting therefor "October 1, 2001 to Xxxxxxxx
00, 0000", (xx) deleting from the table contained therein the reference to
"Fiscal Quarter ending March 31, 2002" and substituting therefor "February 1,
2002 through March 31, 2002", and (iii) inserting in such table, immediately
prior to the row amended pursuant to the preceding clause (ii), the following
new row:
"December 15, 2001 through January 31, 2002 3.33:1.00".
1.7 Provision Relating to Monthly Budget Covenant.
Subsection 7.8C of the Credit Agreement is hereby amended by inserting
the following phrase immediately prior to the ";" at the beginning of the
proviso contained therein:
", it being understood that compliance with this subsection 7.8C, with
respect to whether cash expenditures made or to be made on any day
during a month covered by the Monthly Budget cause net cash usage to
exceed the relevant "Cumulative Allowable Cash Usage" amount for such
month, shall be calculated and determined on and as of each day during
such month".
1.8 Provision Relating to the Weekly Budget.
Section 7 of the Credit Agreement is hereby amended by adding the
following new subsection 7.16 at the end thereof:
"7.16 Compliance with Weekly Budget.
A. Borrowers and their Subsidiaries shall not: (a) make cash
expenditures in any week (and shall not withdraw amounts from the Cash
Collateral Account to make cash expenditures) of the type which would be
classified (consistent with Company's prior reporting to the Lenders) under any
of the line items "Principal Paydowns of Recourse Debt", "Ottawa" "Taxes" or
"IPP Identified" in the Weekly Budget if such expenditures made after December
14, 2001 would cause cumulative expenditures for the Budget Period through such
week which would be classified (consistent with Company's prior reporting to the
Lenders) under any such line item to exceed the corresponding cumulative amounts
set forth for such week in the Weekly Budget; (b) make cash expenditures in any
week (and shall not withdraw amounts from the Cash Collateral Account to make
cash expenditures) of the type which would be classified (consistent with
Company's prior reporting to the Lenders) under the line items "Professional
Fees and Other" or "Existing Facilities (maint. and environ.)" or under any of
the disbursement-related line items under the heading "Energy Operations", if
such expenditures made after December 14, 2001 would cause cumulative
expenditures for the Budget Period through such week which would be classified
(consistent with Company's prior reporting to the Lenders) under such line items
to exceed the sum of (x) the corresponding cumulative total amount with respect
to all such line items set forth for such week in the Weekly Budget and (y) the
Operational Expenditure Variance Allowance; (c) make cash expenditures in any
week (and shall not withdraw amounts from the Cash Collateral Account to make
cash expenditures) if such expenditures made after December 14, 2001 would cause
cumulative expenditures for the Budget Period through such week (not including
(x) expenditures which would be classified (consistent with Company's prior
reporting to the Lenders) under the line items subject to the restrictions of
clause (a) or (b) of this subsection and (y) expenditures which would be
classified (consistent with Company's prior reporting to the Lenders) under the
line item "Net Anaheim" in the Weekly Budget) to exceed the corresponding
cumulative amount of all such expenditures set forth for such week in the Weekly
Budget; (d) on or after December 14, 2001, make cash expenditures with respect
to any item of a type which would not be classified (consistent with Company's
prior reporting to the Lenders) under any of the line items reflected in the
Weekly Budget, notwithstanding any other more permissive provision of this
Agreement; or (e) permit the actual cash balance in the Cash Collateral Account
as of any day during a week covered by the Weekly Budget to be less than the
"minimum cash balance" amount set forth for such week in the Weekly Budget.
B. Borrowers shall deliver to Agents, on December 26, 2001 and
December 31, 2001 (in each case prior to withdrawals, if any, from the Cash
Collateral Account on each such date), an Officer's Certificate, in form
reasonably satisfactory to Agents, containing a certification by the relevant
officer and Borrowers that they believe that the projected receipts and
expenditures in the Weekly Budget (and the estimates and assumptions which
formed the basis for such projections) for the period from the date of delivery
of such certificate to the end of the Budget Period are reasonable as of such
date.
C. Notwithstanding anything contained in subsection 6.1(ii) to
the contrary, Borrowers shall not be required to prepare and deliver the items
described in such subsection to the extent such items would otherwise be
required to be delivered during the period from the Third Amendment Effective
Date through January 31, 2002.".
1.9 Provision Relating to Amendments.
Section 10 of the Credit Agreement is hereby amended by adding at the
end thereof the following new subsection 10.26:
"10.26 Amendments to Subsection 2.2A.
No amendment, modification, termination or waiver of any
provision of this Agreement which would have the effect of (i)
obligating a Revolving Lender to make Revolving Loans (other than
pursuant to subsection 3.3B) on a Funding Date with the concurrence of
Revolving Lenders having or holding less than 80% of the aggregate
Revolving Loan Exposure or (ii) changing in any manner this subsection
10.26, shall in any event be effective without the written concurrence
of Revolving Lenders having or holding 80% or more of the aggregate
Revolving Loan Exposure.".
1.10 Provisions Relating to Schedules.
A. Schedule 1.1(e). Schedule 1.1(e) of the Credit Agreement is hereby
amended by deleting the references to "$230,000,000" and "$201,000,000" under
"Cumulative Allowable Cash Usage" set forth in the Monthly Budget for December
2001 and January 2002, respectively, and substituting therefor "$241,965,000"
and "$241,965,000", respectively.
B. Schedule 6.19. The Credit Agreement is hereby amended by adding
thereto a new Schedule 6.19, in the form attached hereto as Annex
A.
SECTION 2. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Third 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:
2.1 Corporate Power and Authority. Each Loan Party has all requisite
corporate power and authority to enter into this Third Amendment and to carry
out the transactions contemplated by, and perform its obligations under, the
Credit Agreement as amended by this Third Amendment (the "Amended Agreement").
2.2 Authorization of Agreements. The execution and delivery of this
Third 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.
2.3 No Conflict. The execution and delivery by each Loan Party of this
Third 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.
2.4 Governmental Consents. The execution and delivery by each Loan
Party of this Third 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.
2.5 Binding Obligation. This Third Amendment has been duly executed
and delivered by each Loan Party, and each of this Third 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 Third 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.
2.7 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
3.1 Loan Party Acknowledgements. Each Borrower and Subsidiary
Guarantor hereby acknowledges that such Loan Party has read this Third Amendment
and consents to the terms hereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Third 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.
3.2 Borrower Acknowledgements. Borrowers hereby acknowledge that they
have determined, in their business judgment, to explore various possible
alternatives for raising and maintaining liquidity, including but not limited to
sales of certain Projects or businesses of Borrowers, sales of equity in Company
or certain of its Subsidiaries, and other restructuring options. Borrowers
hereby further acknowledge (i) that their determination to explore such possible
alternatives is a material inducement for each Agent's and each Lender's
decision to enter into this Third Amendment, and that the cash permitted to be
withdrawn by Borrowers from the Cash Collateral Account or applied from the Cash
Management System as a result of this Third Amendment will permit Borrowers to
continue to meet their interim cash needs and will accommodate Borrowers'
efforts to explore such alternatives, and (ii) that they intend to continue to
diligently explore such alternatives.
SECTION 4. MISCELLANEOUS
4.1 Covenants. Company hereby covenants and agrees that it shall
continue to regularly inform Agents and Lenders (and provide reasonable access
to its officers and such of its advisors and consultants as Agents may
reasonably request so as to keep the Agents and Lenders informed) on its
progress with respect to each of its alternatives for raising and maintaining
liquidity and shall continue to promptly provide such financial information,
financial projections and other documents and information as Agents may
reasonably request from time to time with respect to such alternatives and
Company's progress with respect thereto.
4.2 Mutual Acknowledgement. Borrowers and Lenders hereby acknowledge
that the amounts reserved in the Cash Collateral Account for the Balaji and
Haripur Projects as of the Closing Date minus the amounts applied to make
Investments in such Projects pursuant to subsection 7.3(vi) of the Credit
Agreement equals zero.
4.3 Release. Each Borrower and Subsidiary Guarantor, on behalf of
itself, and each of its Subsidiaries (collectively, the "Releasors") hereby
releases, remises, acquits and forever discharges Agents, each Lender (in its
capacity as a Lender hereunder and as a lender, collateral agent, depository or
letter of credit issuer and in any other capacity under or in connection with
any Pooled Facility or Opt-Out Facility), each Existing Opt-Out Facility Agent
and each Existing Pooled Facility Agent and each of their respective employees,
agents, representatives, consultants, attorneys, fiduciaries, servants,
officers, directors, partners, predecessors, successors and assigns, subsidiary
corporations, parent corporations, related corporate divisions, participants and
assigns (all of the foregoing hereinafter called the "Released Parties"), from
any and all actions and causes of action, judgments, executions, suits, debts,
claims, demands, liabilities, obligations, setoffs, recoupments, counterclaims,
defenses, damages and expenses of any and every character, known or unknown,
suspected or unsuspected, direct and/or indirect, at law or in equity, of
whatsoever kind or nature, whether heretofore or hereafter arising, for or
because of any matter or things done, omitted or suffered to be done by any of
the Released Parties prior to and including the date of execution hereof, and in
any way directly or indirectly arising out of or in any way connected to this
Third Amendment or the Amended Agreement (all of the foregoing hereinafter
called the "Released Matters"). Each Releasor acknowledges that the agreements
in this Section are intended to be in full satisfaction of all or any alleged
injuries or damages suffered or incurred by such Releasor arising in connection
with the Released Matters and constitute a complete waiver of any right of
setoff or recoupment, counterclaim or defense of any nature whatsoever which
arose prior to the date hereof to payment or performance of the Obligations
and/or Opt-Out Obligations. Each Releasor represents and warrants that it has no
knowledge of any claim by it against the Released Parties or of any facts, or
acts or omissions of the Released Parties which on the date hereof would be the
basis of a claim by the Releasors against the Released Parties which is not
released hereby. Each Releasor represents and warrants that it has not purported
to transfer, assign, pledge or otherwise convey any of its right, title or
interest in any Released Matter to any other person or entity and that the
foregoing constitutes a full and complete release of all Released Matters.
Releasors have granted this release freely, and voluntarily and without duress.
4.4 Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
A. On and after the Third 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.
B. Except as specifically amended by this Third 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 Third 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.
D. Company agrees that any failure to comply with the covenants in
this Third Amendment shall be an Event of Default under the Credit Agreement.
4.5 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 & Xxxxx LLP and Ernst & Young
Corporate Finance LLC) with respect to this Third Amendment and the documents
and transactions contemplated hereby shall be for the account of Borrowers.
4.6 Headings. Section and subsection headings in this Third Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Third Amendment for any other purpose or be given any substantive
effect.
4.7 Applicable Law. THIS THIRD 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.
4.8 Counterparts; Effectiveness. This Third 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 Third Amendment shall become
effective upon (i) the execution of a counterpart hereof by each Borrower, each
Subsidiary Guarantor and 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,
and (iii) payment in full by Borrowers of all outstanding statements of
O'Melveny & Xxxxx LLP and Ernst & Young Corporate Finance LLC and all
outstanding statements for reasonable fees, expenses and disbursements of
counsel to each of the Lenders that are, in each case, received by Company prior
to the date hereof (the date of satisfaction of such conditions being referred
to herein as the "Third Amendment Effective Date").
[Remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Third
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/ Xxxxx X. Xxxxxx
-------------------------------------------
Name:
Title:
Each of the entities named on Schedule
A annexed hereto, as Borrowers
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name:
Title:
Each of the entities named on Schedule B annexed
hereto, as Subsidiary Guarantors
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name:
Title:
Each of the entities named on Schedule C annexed
hereto, as Subsidiary Guarantors
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name:
Title:
AGENTS AND LENDERS:
BANK OF AMERICA, N.A.,
as Administrative Agent, Co-Arranger,
Co-Book Runner and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH
As Documentation Agent, Co-Arranger,
Co-Book Runner and as a Lender
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Name:
Title:
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------------
Name:
Title:
ABN AMRO BANK N.V.,
as a Lender
By:
--------------------------------------------
Name:
Title:
By:
--------------------------------------------
Name:
Title:
BANK OF MONTREAL,
as a Lender
By: /s/ Xxxxxxx Turf
---------------------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI (CANADA),
as a Lender
By:
---------------------------------------------
Name:
Title:
BAYERISCHE HYPO-UND VEREINSBANK AG,
as a Lender
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------------
Name:
Title:
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------------------
Name:
Title:
BNP PARIBAS,
as a Lender
By:
---------------------------------------------
Name:
Title:
By:
---------------------------------------------
Name:
Title:
XXXXXX MANAGEMENT CORPORATION IV,
as a Lender
By:
---------------------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
as a Lender
By: /s/ Xxxxx Xxxxxxx
---------------------------------------------
Name:
Title:
By: /s/ X. X. Xxxxx
---------------------------------------------
Name:
Title:
CLARICA LIFE INSURANCE COMPANY,
as a Lender
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------------
Name:
Title:
COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
as a Lender
By:
---------------------------------------------
Name:
Title:
By:
---------------------------------------------
Name:
Title:
CREDIT LYONNAIS CANADA,
as a Lender
By:
---------------------------------------------
Name:
Title:
By:
---------------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
as a Lender
By: /s/ Xxx Xxxxx
---------------------------------------------
Name:
Title:
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------------
Name:
Title:
DRESDNER BANK AG, GRAND CAYMAN BRANCH
as a Lender
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Name:
Title:
By: /s/ Xxxxx Xxxxx
---------------------------------------------
Name:
Title:
DRESDNER BANK CANADA,
as a Lender
By: /s/ Xxxxx Xxxxxx
---------------------------------------------
Name:
Title:
By: /s/ Xxxx Xxxxxx-Xxxx
---------------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK,
as a Lender
By: /s/ Xxxx Xxxxxxx
---------------------------------------------
Name:
Title:
FLEET NATIONAL BANK,
as a Lender
By: /s/ Xxxxxxx X. X'Xxxxx
---------------------------------------------
Name:
Title:
HSBC BANK CANADA,
as a Lender
By: /s/ X. X. Xxxxxx
---------------------------------------------
Name:
Title:
By: /s/
---------------------------------------------
Name:
Title:
HSBC BANK USA,
as a Lender
By: /s/ Xxxxx X. Xxxxx
---------------------------------------------
Name:
Title:
IIB BANK [IFSC BRANCH],
as a Lender
By: /s/ Xxxxxxx Xxxxx
--------------------------------------------
Name:
Title:
By: /s/ Xxxx Xxxxxxxx
--------------------------------------------
Name:
Title:
KBC BANK N.V.,
as a Lender
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------------
Name:
Title:
By: /s/ X. Xxxxx Xxxxxxx
-------------------------------------------
Name:
Title:
LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
as a Lender
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC, New York
and/or Nassau Branch
as a Lender
By: /s/ Xxxxxx Xxxxxx
-------------------------------------------
Name:
Title:
ROYAL BANK OF SCOTLAND PLC,
as a Lender
By: /s/ Xxxxxx Xxxxxx
-------------------------------------------
Name:
Title:
S.C. STORMONT CORPORATION
as a Lender
By:
---------------------------------------------
Name:
Title:
SANPAOLO IMI S.p.A.,
as a Lender
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------
Name:
Title:
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------------
Name:
Title:
SOCIETE GENERALE,
as a Lender
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Name:
Title:
SUNTRUST BANK,
as a Lender
By:
--------------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as a Lender
By:
--------------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
---------------------------------------------
Name:
Title:
JPMORGAN CHASE BANK
(formerly The Chase Manhattan Bank),
as a Lender
By: /s/ Xxxxxxx Lancia
--------------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED,
Los Angeles Agency
as a Lender
By:
--------------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED
NEW YORK BRANCH,
as a Lender
By:
--------------------------------------------
Name:
Title:
THE FUJI BANK, LIMITED,
as a Lender
By:
--------------------------------------------
Name:
Title:
THE HUNTINGTON NATIONAL BANK,
as a Lender
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY,
as a Lender
By:
--------------------------------------------
Name:
Title:
THE SANWA BANK, LIMITED, NEW YORK BRANCH
as a Lender
By:
--------------------------------------------
Name:
Title:
SUMITOMO MITSUI BANKING CORPORATION OF CANADA,
as a Lender
By:
--------------------------------------------
Name:
Title:
THE SUMITOMO TRUST & BANKING CO., LTD. NY BRANCH,
as a Lender
By:
--------------------------------------------
Name:
Title:
THE TOKAI BANK, LIMITED - NEW YORK BRANCH,
as a Lender
By:
--------------------------------------------
Name:
Title:
THE TORONTO-DOMINION BANK,
as a Lender
By: /s/ Xxxx X. Xxxxx
--------------------------------------------
Name:
Title:
THE TORONTO-DOMINION BANK,
as a Lender
By:
--------------------------------------------
Name:
Title:
UBS AG,
as a Lender
By:
--------------------------------------------
Name:
Title:
By:
--------------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
(formerly known as Firstar Bank, N.A.),
as a Lender
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
as a Lender
By: /s/ Xxxxxxxxx Battinetti
--------------------------------------------
Name:
Title:
By: /s/ Xxxxxx X. Xxxxx III
--------------------------------------------
Name:
Title:
Schedule A
OTHER BORROWERS
1. Covanta Acquisition, Inc.
2. Covanta Bessemer, Inc.
3. Covanta Xxxxxxxxxx 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 Xxxxxxxx, 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. Xxxxx Engineering Services, Inc.
64. Xxxxx Environmental & Energy Services Co., Inc.
65. Xxxxx Hydro Operations, Inc.
66. Xxxxx Management Services, Inc.
67. Xxxxx Xxxxxx Land Corp.
68. Xxxxx Xxxxxx Operations of Union LLC
69. Xxxxx Xxxxxx Systems of Alexandria/Arlington, Inc.
70. Xxxxx Xxxxxx Systems of Bristol, Inc.
71. Xxxxx Xxxxxx Systems of Fairfax, Inc.
72. Xxxxx Xxxxxx Systems of Hillsborough, Inc.
73. Xxxxx Xxxxxx Systems of Huntsville, Inc.
74. Xxxxx Xxxxxx Systems of Kent, Inc.
75. Xxxxx Xxxxxx Systems of Lancaster, Inc.
76. Xxxxx Xxxxxx Systems of Xxx, Inc.
77. Xxxxx Xxxxxx Systems of Xxxxxx, Inc.
78. Xxxxx Xxxxxx Systems of Xxxxxxxxxx, Inc.
79. Xxxxx Xxxxxx Systems of Northwest Puerto Rico, Inc.
80. Xxxxx Xxxxxx Systems of Pasco, Inc.
81. Xxxxx Plant Services of New Jersey, Inc.
82. Xxxxx Projects of Hawaii, Inc.
83. Xxxxx Services Corp.
84. Ogden Wallingford Associates, Inc.
85. Xxxxx Water Systems of Key Largo, Inc.
86. Xxxxx 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
Kansas City International Fueling Facilities Corporation
LaGuardia Fuel Facilities Corporation
Xxxxxxx Field Fueling Facilities Corporation
Lenzar Electro-Optics, Inc.
Love Field Fueling Facilities Corporation
Newark Automotive Fuel Facilities Corporation
Xxxxx Allied Maintenance Corporation
Xxxxx Allied Maintenance Securities, Inc.
Xxxxx Allied Payroll Services, Inc.
Xxxxx Attractions, Inc.
Xxxxx Aviation Distributing Corporation
Xxxxx Aviation Fueling Company of Houston, Inc.
Xxxxx Aviation Fueling Company of St. Louis, Inc.
Xxxxx Aviation Fueling Company of Texas, Inc.
Xxxxx Aviation Fueling Company of Virginia, Inc.
Xxxxx Aviation Fueling Company, Inc.
Xxxxx Aviation Service Company of Colorado, Inc.
Xxxxx Aviation Service Company of Kansas City, Inc.
Xxxxx Aviation Service Company of New Jersey, Inc.
Xxxxx Aviation Service Company of New York, Inc.
Xxxxx Aviation Service Company of Pennsylvania, Inc.
Xxxxx Aviation Service International Corporation
Xxxxx Aviation Services of Puerto Rico, Inc.
Xxxxx Aviation Services, Inc.
Xxxxx Aviation, Inc.
Xxxxx Cargo Spain, Inc. (Delaware Corporation)
Xxxxx Central and South America, Inc.
Xxxxx Facility Holdings Incorporated
Xxxxx Film and Theatre, Inc.
Xxxxx Firehole Entertainment Corp.
Xxxxx International Europe, Inc.
Xxxxx New York Services, Inc.
Philadelphia Fuel Facilities Corporation
Xxxxx Film and Theater, Inc.
Schedule C
J.R. Jack's Construction Corporation
Xxxxx Constructors, Inc.
Covanta Huntington, Inc.
ANNEX A
