Covanta Energy Corp · 10-Q · For 6/30/03 · EX-10.1

Filed On 8/7/03 4:56pm ET   ·   SEC File 1-03122   ·   Accession Number 903423-3-671

Quarterly Report   ·   Form 10-Q
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 2: EX-10.1     Material Contract                                     30     81K 
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EX-10.1   ·   Material Contract
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                                                                Exhibit 10.1 (t)

 SEVENTH AMENDMENT
 TO DEBTOR-IN-POSSESSION
CREDIT AGREEMENT AND LIMITED CONSENT

         This SEVENTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT
AGREEMENT AND LIMITED CONSENT (this "Amendment") is dated as of May 23, 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, and that   
certain Sixth Amendment to Debtor-in-Possession Credit Agreement, Limited       
Consent and Amendment to Security Agreement dated as of March 25, 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 (i) to
amend the Credit Agreement to permit a restructuring of the obligations relating
to the Hennepin Project and to permit amendments to the corresponding Tranche A 
Letter of Credit and Tranche B Letters of Credit, and (ii) to make certain other
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; LIMITED CONSENT

1.1 Provisions Relating to Defined Terms.                     

               Subsection 1.1 of the Credit Agreement is hereby amended by
deleting the definition of "Tranche A Letter of Credit Sublimit" in its entirety
and inserting the following new definitions in the appropriate alphabetical     
order:                                                                          

               "CHERC" means Covanta Hennepin Energy Resource Co., L.P., a
Borrower.                                                               

              "GECC" means TIFD III-A Inc., a wholly owned Subsidiary of
General Electric Capital Corporation.                                   

              "Hennepin County" means the County of Hennepin, Minnesota.

                "Hennepin L/C Amendments" means, collectively, amendments to
the Hennepin Letters of Credit made by the Issuing Lenders thereof      
concurrently with the Hennepin Project Restructuring, which amendments  
shall, among other things, acknowledge the transfer of such Letters of  
 Credit by the existing beneficiary thereof to Hennepin County and provide
 (i) that the aggregate outstanding face amount of the Hennepin Letters of
  Credit shall be automatically and irrevocably reduced (until the effective
date of a plan of reorganization for Company) on a monthly basis by the 
   amount of "Fee Credits" referred to in clause (i) of the definition of "New
   Hennepin Service Agreement" below that are actually applied in the relevant
month (with all such reductions to be applied to the Hennepin Letter of 
    Credit referred to in clause (iii) of the definition of "Hennepin Letters of
 Credit"), (ii) that on the effective date of a plan of reorganization for
Company, the Hennepin Letters of Credit referred to in clauses (ii) and 
   (iii) of the definition of "Hennepin Letters of Credit" shall automatically
expire and be cancelled and the aggregate outstanding face amount of the
  remaining Hennepin Letter of Credit shall be automatically and irrevocably
    reduced to $17,000,000, (iii) that thereafter, on July 1, 2010 and on July 1
of each year thereafter the remaining Hennepin Letter of Credit shall be
   automatically and irrevocably reduced by $2,500,000 on each such date until
 July 1, 2016, on which date the remaining Hennepin Letter of Credit shall
automatically expire and be cancelled, (iv) that the Hennepin Letters of
Credit shall be drawable only upon the termination of the New Hennepin  
 Service Agreement resulting from a default by CHERC thereunder or, for as
   long as the Hennepin Letters of Credit are required to be outstanding, upon
failure to extend or renew the same 20 calendar days prior to the stated
    expiration date thereof, and (v) for the terms contained in Annex B attached
to the Seventh Amendment.                                               

              "Hennepin Letters of Credit" means, collectively, (i) that
   certain Tranche B Letter of Credit issued by Commerzbank and outstanding in
   the face amount of $18,880,552 on and as of the Seventh Amendment Effective
Date, (ii) that certain Tranche B Letter of Credit issued by Bank of    
    America, N.A., and outstanding in the face amount of $4,195,678.12 on and as
 of the Seventh Amendment Effective Date, and (iii) that certain Tranche A
Letter of Credit issued by Bank of America, N.A., and outstanding in the
 face amount of $2,097,839.06 on and as of the Seventh Amendment Effective
Date, as such Letters of Credit may be amended by the Hennepin L/C      
Amendments, and as such Letters of Credit may thereafter be amended,    
supplemented, extended, replaced or otherwise modified to the extent    
permitted hereunder.                                                    

             "Hennepin Project" means the resource recovery Project in
Hennepin County, Minnesota.                                             

                "Hennepin Project Guaranty" means a guaranty, which guaranty
    shall be in form and substance satisfactory to Agents, by Company of CHERC's
obligations under the New Hennepin Service Agreement.                   

                 "Hennepin Project Restructuring" means, collectively, (i) the
purchase by Hennepin County of the ownership interest in the resource   
 recovery facilities for the Hennepin Project, (ii) the termination of the
    existing facility lease agreement, service agreement, project guaranty, loan
   agreement, ground lease, site lease and other ancillary agreements relating
 to the existing lease of the Hennepin Project pursuant to agreement among
  CHERC, Company, Hennepin County and GECC, (iii) the execution and delivery
    by CHERC and Hennepin County of the New Hennepin Service Agreement, and (iv)
  the execution and delivery by Company of the Hennepin Project Guaranty, in
 the case of each of clauses (i) through (iv) pursuant to documentation in
form and substance satisfactory to Agents.                              

      "Hennepin Project Restructuring Conditions" means,
 collectively, (i) the consummation of the Hennepin Project Restructuring,
  (ii) the amendment of the Hennepin Letters of Credit concurrently with the
   consummation of the Hennepin Project Restructuring, to reflect the Hennepin
L/C Amendments, (iii) delivery by Company to Agents of an Officer's     
Certificate certifying that the requirements of the Hennepin Project    
Restructuring set forth in clauses (i) through (iv) of the definition of
 "Hennepin Project Restructuring" have been met and that CHERC and Company
have no outstanding or further obligations to GECC under the agreements 
  described in clause (ii) of such definition (collectively, the "Terminated
 Hennepin Agreements") except for indemnity obligations owed by CHERC (and
 guarantied by Company) to GECC against third party claims relating to the
operation by CHERC of the Hennepin Project, which obligations expressly 
  survive the termination of the relevant agreements, (iv) the waiver of all
claims (except claims for indemnity obligations owed by CHERC to GECC   
against third party claims relating to the operation by CHERC of the    
  Hennepin Project) against Company and its Subsidiaries by GECC arising out
   of or related to the Terminated Hennepin Agreements, the acknowledgement by
Hennepin County that it has no current claims against CHERC or Company  
arising from the termination of the Terminated Hennepin Agreements, and 
   delivery of written evidence of such waiver and acknowledgement in form and
substance satisfactory to Agents, and (v) delivery to Agents of written 
evidence in form and substance satisfactory to Agents that all claims by
   Hennepin County against any Borrower under the Hennepin Project Guaranty or
under the New Service Agreement or otherwise arising out of the Hennepin
Project upon or after consummation of the Hennepin Project Restructuring
  shall be treated as general unsecured prepetition claims in the Chapter 11
    Cases (subject to Hennepin County's right to draw on the Hennepin Letters of
Credit).                                                                

               "Hennepin Restructuring Liens" means Liens to be granted by
    CHERC on certain spare parts and movable equipment maintained or used at the
Hennepin Project, to secure CHERC's obligations under the New Hennepin  
Service Agreement.                                                      

                  "New Hennepin Service Agreement" means an operating or service
agreement between CHERC and Hennepin County, Minnesota relating to the  
resource recovery facilities for the Hennepin Project, which service or 
 operating agreement shall be in form and substance satisfactory to Agents
    and shall be substantially similar to the existing service agreement between
CHERC and Hennepin County, except that such agreement between CHERC and 
Hennepin County shall provide, among other things, that (i) CHERC shall 
  credit against the monthly service fee payable by Hennepin County to CHERC
under the New Hennepin Service Agreement an amount equal to $202,000 for
  each such month as a "Fee Credit", (ii) in the event of termination of the
 New Hennepin Service Agreement due to certain defaults by CHERC, Hennepin
  County shall be entitled to draw the entire amount of the Hennepin Letters
of Credit and CHERC shall be required to make an additional payment to  
  Hennepin County equal to the lesser of $5,000,000 and the aggregate amount
 of remaining "Fee Credits" referred to above that would have been applied
   under the New Hennepin Service Agreement, but for termination, through June
2010, (iii) CHERC shall, effective upon the effective date of a plan of 
    reorganization for Company, grant the Hennepin Restructuring Liens, (iv) the
    requirements relating to the Hennepin Letters of Credit shall be modified as
  set forth in the Hennepin L/C Amendments, (v) Company shall enter into the
   Hennepin Project Guaranty, (vi) CHERC shall, subject to the approval of the
    Federal Energy Regulatory Commission, assign to Hennepin County its interest
    in the power purchase agreement with XCEL Energy Corporation (formerly known
as Northern States Power Company) relating to the Hennepin Project, and 
(vii) CHERC shall have no option to purchase the Hennepin Project       
facilities.                                                             

      "Seventh Amendment" means the Seventh Amendment to
Debtor-in-Possession Credit Agreement and Limited Consent by and among  
Borrowers, Agents and Lenders, dated as of May 23, 2003.                

                  "Seventh Amendment Effective Date" has the meaning assigned to
that term in Section 2 of the Seventh Amendment.                        

                "Tranche A Letter of Credit Sublimit" means (i) prior to the
Sixth Amendment Effective Date, $14,200,000; (ii) on and after the Sixth
   Amendment Effective Date but prior to the Seventh Amendment Effective Date,
$12,200,000; (iii) on and after the Seventh Amendment Effective Date,   
   $12,200,000 minus (x) immediately upon consummation of the Hennepin Project
   Restructuring, $2,098,000 and (y) on any date thereafter, the amount of any
permanent reductions that shall have occurred with respect to the       
outstanding face amount of the Hennepin Letter of Credit referred to in 
clause (iii) of the definition of "Hennepin Letters of Credit", unless a
 greater amount shall be approved in writing by Agents and Requisite Class
 Lenders of the Class of Tranche A Lenders (which approval shall be at the
sole discretion of such Agents and Lenders and shall be evidenced by an 
 amendment to this Agreement in form reasonably satisfactory to Agents and
 such Lenders) from time to time upon a request from Borrowers to increase
such amount; provided, however, that no such increase shall cause the   
Tranche A Letter of Credit Sublimit to exceed the total amount of the   
Tranche A Commitments minus the outstanding amount of Tranche A Loans   
(excluding Tranche A Loans made pursuant to subsection 3.3B).           

     1.2 Provisions Relating to Tranche A Commitments.

                Subsection 2.1A(i) of the Credit Agreement is hereby further
amended by adding (immediately prior to the ";" immediately preceding the last  
proviso to the second sentence thereof) the following new proviso:              

 "; provided, further, however, that after the Seventh Amendment
         Effective Date, the aggregate amount of the Tranche A Commitments shall
    be further reduced by the amount of any reduction to the Tranche A
         Letter of Credit Sublimit pursuant to clause (iii) of the definition of
         "Tranche A Letter of Credit Sublimit", and the Tranche A Commitments of
   Lenders shall be ratably reduced to reflect such reduction in the
aggregate amount of the Tranche A Commitments."               

           1.3 Provisions Relating to Tranche B Letters of Credit.

                Subsection 3.1A of the Credit Agreement is hereby amended by
adding at the end thereof the following new paragraph (iii):                    

               "(iii) Hennepin Letters of Credit. Notwithstanding anything
      contained herein to the contrary, (1) the Hennepin Letters of Credit
      shall be amended in connection with the consummation of the Hennepin
        Project Restructuring to reflect the Hennepin L/C Amendments, (2) such
       Hennepin Letters of Credit as so amended shall continue to constitute
         Tranche A Letters of Credit or Tranche B Letters of Credit, as the case
        may be, for all purposes of this Agreement and the Loan Documents, and
         (3) any replacement or extension of any such Tranche B Letter of Credit
       shall be deemed to satisfy the requirements of subsection 3.1A(ii)(b)
        above if such Tranche B Letter of Credit as so extended or replaced is
         substantially identical to the relevant Hennepin Letter of Credit as so
amended."                                                     

          1.4      Provisions Relating to Affirmative Covenants.

                Subsection 6.8B of the Credit Agreement is hereby amended by
adding at the end thereof the following sentence:                               

         "Notwithstanding the foregoing, Borrowers shall be deemed in compliance
       with this subsection 6.8B with respect to the Subsidiaries of Company
        listed on Schedule 6.8B annexed hereto (if and to the extent that each
     or any of such Subsidiaries becomes a Borrower in May 2003) even if
        Company (x) fails to comply or fails to timely comply with one or more
       requirements set forth in clause (i) of the preceding sentence and/or
       (y) fails to deliver or fails to timely deliver an opinion of counsel
         with respect to one or more of the matters described in clause (iii) of
      the preceding sentence, so long as Company exercises best efforts to
    comply with all such requirements and each failure to so comply or
       deliver or timely comply or deliver described in clause (x) or (y) is
consented to in writing by Agents in their sole discretion."  

  1.5 Provisions Relating to Negative Covenants.

                A. Subsection 7.2A of the Credit Agreement is hereby amended
by (i) deleting the "and" at the end of paragraph (ix) thereof, (ii) deleting   
the "." at the end of paragraph (x) thereof and substituting therefor "; and"   
and (iii) adding at the end thereof the following new paragraph (xi):           

                "(xi) Company and CHERC may enter into an agreement to grant
         the Hennepin Restructuring Liens effective upon the effective date of a
      plan of reorganization for Company, so long as (a) such agreement is
         entered into concurrently with the consummation of the Hennepin Project
         Restructuring and (b) the Hennepin Project Restructuring Conditions are
satisfied.".                                                  

               B. Subsection 7.4 of the Credit Agreement is hereby further
amended by (i) deleting the "and" at the end of paragraph (v) thereof, (ii)     
deleting the "." at the end of paragraph (vi) thereof and substituting therefor 
"; and" and (iii) adding at the end thereof the following new paragraph (vii):  

               "(vii) Company may become and remain liable with respect to
         the Hennepin Project Guaranty concurrently with the consummation of the
 Hennepin Project Restructuring, so long as the Hennepin Project
Restructuring Conditions are satisfied."                      

                  C. Subsection 7.7 of the Credit Agreement is hereby amended by
adding immediately after the end of the last sentence thereof the following new 
sentence:                                                                       

    "Nothing in this subsection 7.7 shall prohibit Borrowers and their
       Subsidiaries from consummating the Hennepin Project Restructuring, so
       long as the Hennepin Project Restructuring Conditions are satisfied."

                 D. Subsection 7.14A of the Credit Agreement is hereby amended
by adding at the end thereof the following new sentence:                        

  "Nothing in this subsection 7.14A shall prohibit Company and its
Subsidiaries, after the Seventh Amendment Effective Date, from
 consummating the Hennepin Project Restructuring, so long as the
Hennepin Project Restructuring Conditions are satisfied."     

1.6 Provisions Relating to Events of Default.                 

                  A. Subsection 8.6 of the Credit Agreement is hereby amended by
adding immediately prior to the ";" at the end thereof the following new        
parenthetical phrase:                                                           

    "(provided, however, that neither the consummation of the Hennepin
    Project Restructuring nor the filing of any motion, application or
 other petition to effect any order or consent to consummate the
     Hennepin Project Restructuring shall constitute an Event of Default
         under this subsection 8.6 so long as the Hennepin Project Restructuring
Conditions are satisfied)".                                   

                B. Subsection 8.15 of the Credit Agreement is hereby amended
by adding immediately prior to the ":" at the end thereof the following new     
parenthetical phrase:                                                           

    "(provided, however, that the consummation of the Hennepin Project
   Restructuring shall not constitute an Event of Default under this
subsection 8.15 so long as the Hennepin Project Restructuring 
Conditions are satisfied)".                                   

1.7 Provisions Relating to Schedules.                         

                 A. The Credit Agreement is hereby amended by adding thereto a
new Schedule 6.8B in the form attached hereto as Annex A.                       

            B. Immediately upon consummation of the Hennepin Project
Restructuring, Schedule 3.1A(i) to the Credit Agreement shall be amended by     
deleting the first of the rows referencing the "Hennepin - WTE - Lease Reserve -
2,098 Annual step up requirement" under the heading "I. Additional L/C          
Requirements".                                                                  

1.8 Limited Consent to Hennepin L/C Amendments.               

              Each of the undersigned Lenders, both in its capacity as a
Lender and as a Prepetition Lender, hereby (i) consents to the Hennepin L/C     
Amendments in connection with consummation of the Hennepin Project              
Restructuring, and (ii) acknowledges that the Hennepin L/C Amendments shall in  
no way diminish or otherwise affect (x) such Lender's irrevocable participations
in the Hennepin Letters of Credit and in any drawings thereunder purchased      
pursuant to subsection 3.1C of the Credit Agreement or (y) such Lender's        
obligation to fund its participations in any unreimbursed drawings thereunder in
accordance with the terms applicable to Tranche A Letters of Credit or Tranche B
Letters of Credit, as the case may be, under the Credit Agreement, including    
subsection 3.3C thereof, and (iii) acknowledges that the Hennepin Letters of    
Credit, as amended by the Hennepin L/C Amendments, shall continue to be, for all
purposes of the Credit Agreement and the other Loan Documents, Tranche A Letters
of Credit or Tranche B Letters of Credit, as the case may be. The consent set   
forth in this paragraph shall be limited precisely as written, and this consent 
does not constitute, nor should it be construed as, a waiver of compliance by   
Borrowers or Lenders with respect to (a) subsection 3.1A(i) or 3.1A(ii) of the  
Credit Agreement in any other instance, or (b) any other term, provision or     
condition of the Credit Agreement or any other instrument or agreement referred 
to therein.                                                                     

SECTION 2. CONDITIONS TO EFFECTIVENESS                        

                Section 1 of this Amendment shall only become effective upon
the first date on which all of the following conditions precedent shall have    
been satisfied (the date of satisfaction of such conditions being referred to   
herein as the "Seventh Amendment Effective Date"):                              

2.1 Payment of Expenses. Borrowers 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 12:00
Noon (New York City time) on May 30, 2003.                                      

         2.2 Bankruptcy Court Approval. The Bankruptcy Court shall have approved
the Hennepin Project Restructuring and the Hennepin L/C Amendments pursuant to  
one or more orders in form and substance satisfactory to Agents.                

SECTION 3. BORROWERS' 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:                                                           

         3.1 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            
(collectively, the "Amended Agreement").                                        

     3.2 Authorization of Agreements. The execution and delivery of this
Amendment have 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.                                                                          

        3.3 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.         

    3.4 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.           

   3.5 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.                                

 3.6 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 Seventh 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.                                                                           

         3.7 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.                                                                     

   3.8 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.                                                               

SECTION 4. ACKNOWLEDGEMENT AND CONSENT                        

         4.1 Each Borrower and Subsidiary Guarantor hereby (i) 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, (ii) ratifies and confirms the effectiveness of the First Amendment,  
the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth      
Amendment and the Sixth 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 and the Sixth Amendment are binding on    
each of the Borrowers.                                                          

        4.2 For the avoidance of doubt, each Borrower and Subsidiary Guarantor
hereby further acknowledges that (i) the Hennepin L/C Amendments shall in no way
diminish or otherwise affect Borrowers' obligation to reimburse any drawings    
under the Hennepin Letters of Credit and to pay fees with respect thereto in    
accordance with the terms applicable to Tranche B Letters of Credit or Tranche A
Letters of Credit, as the case may be, under the Credit Agreement and the other 
Loan Documents, (ii) the Hennepin Letters of Credit, as amended by the Hennepin 
L/C Amendments, shall continue to be, for all purposes of the Credit Agreement, 
the other Loan Documents and the Borrowing Orders, Tranche B Letters of Credit  
or Tranche A Letters of Credit, as the case may be, and (iii) without limiting  
the generality of the foregoing, the Obligations of Borrowers with respect to   
the Hennepin Letters of Credit, as amended by the Hennepin L/C Amendments, shall
continue to have the same superpriority, allowed administrative expense claim   
status as all other Obligations of Borrowers with respect to the Tranche A      
Letters of Credit and Tranche B Letters of Credit.                              

SECTION 5. MISCELLANEOUS                                      

        5.1 Reference to and Effect on the Credit Agreement and the Other Loan
Documents.                                            

    A. On and after the Seventh 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.                                                

        5.2 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.         

     5.3 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.

      5.4 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.                      

        5.5 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 (other than Section 1 hereof, the             
effectiveness of which shall be governed by Section 2) shall become effective   
upon the first date on which: (i) Borrowers, each Subsidiary Guarantor and all  
Lenders (except that Section 1.4 of this Amendment shall require only Requisite 
Lenders) shall have each executed a counterpart hereof, and (ii) Company,       
Administrative Agent and Documentation Agent shall have received written or     
telephonic notification of such execution and authorization of delivery of such 
counterparts.                                                                   

[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:  /s/ Jeffrey R. Horowitz
                                          --------------------------------
                             Jeffrey R. Horowitz
                            Authorized Officer

                                        Each of the entities named on Schedule A
                            annexed hereto, as Borrowers

                            By:  /s/ Jeffrey R. Horowitz
                                          --------------------------------
                             Jeffrey R. Horowitz
                            Authorized Officer

                                        Each of the entities named on Schedule B
                            annexed hereto, as Borrowers

                     By:  /s/ Scott Mackin
                                          --------------------------------
                      Scott Mackin
                            Authorized Officer

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SUBSIDIARY GUARANTORS:                                                          

                                        Each of the entities named on Schedule C
                                        annexed hereto, as Subsidiary Guarantors

                            By:  /s/ Jeffrey R. Horowitz
                                          --------------------------------
                             Jeffrey R. Horowitz
                            Authorized Officer

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                                        Each of the entities named on Schedule D
                                        annexed hereto, as Subsidiary Guarantors

                     By:  /s/ Scott Mackin
                                          --------------------------------
                      Scott Mackin
                            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:  /s/ Michael R. Heredia
                                          --------------------------------
                            Michael R. Heredia
                           Managing Director

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                                  DEUTSCHE BANK AG, NEW YORK BRANCH,
                                      as Documentation Agent and Co-Arranger
               and as a Lender

                       By:  /s/ Clark Peterson
                                          --------------------------------
                        Clark Peterson
                        Vice President

                    By:  /s/ Robert Wood
                                          --------------------------------
                     Robert Wood
                  Director

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                                   BAYERISCHE HYPO-UND VEREINSBANK AG,
           as a Lender

                    By:  /s/ A.W. Seidel
                                          --------------------------------
                           Name: A.W. Seidel
                                  Title: Managing Director

                        By:  /s/ John W. Sweeney
                                          --------------------------------
                               Name: John W. Sweeney
                         Title: Director

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                                  COMMERZBANK AG, NEW YORK AND GRAND
                CAYMAN BRANCHES,
           as a Lender

                            By:  /s/ Terrence P. Sweeney
                                          --------------------------------
                                   Name: Terrence P. Sweeney
                                      Title: Senior Vice President

                    By:  /s/ Mary Harold
                                          --------------------------------
                           Name: Mary Harold
                                      Title: Senior Vice President

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                                CREDIT LYONNAIS NEW YORK BRANCH,
           as a Lender

                         By:  /s/ James B. Hallock
                                          --------------------------------
                                Name: James B. Hallock
                               Title: Vice President

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                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
           as a Lender

                    By:  /s/ Joel Thomas
                                          --------------------------------
                           Name: Joel Thomas
                         Title: Director

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              HSBC BANK USA,
           as a Lender

                       By:  /s/ Carol A. Kraus
                                          --------------------------------
                              Name: Carol A. Kraus
                               Title: Vice President

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                   JPMORGAN CHASE BANK
                                      (formerly known as The Chase Manhattan
                  Bank), as a Lender

                       By:  /s/ Michael Lancia
                                          --------------------------------
                              Name: Michael Lancia
                               Title: Vice President

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                          IIB BANK LTD, IFSC BRANCH,
           as a Lender

                    By:  /s/ Brian Dunne
                                          --------------------------------
                           Name: Brian Dunne
                Title:

                     By:  /s/ Niall Murray
                                          --------------------------------
                            Name: Niall Murray
                Title:

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                                       LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
         as a Lender

                     By:  /s/ David A. Leech
                                        --------------------------------
                            Name: David A. Leech
                             Title: Vice President

                       By:  /s/ Shan Chakraborty
                                        --------------------------------
                              Name: Shan Chakraborty
                                       Title: Assistant Vice President

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                                  BANC OF AMERICA SECURITIES LLC, as
                                Agent for BANK OF AMERICA, N.A.,
           as a Lender

                     By:  /s/ Peter Santry
                                          --------------------------------
                            Name: Peter Santry
                Title:

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              SUNTRUST BANK,
           as a Lender

                       By:  /s/ George A. Ways
                                          --------------------------------
                              Name: George A. Ways
                                  Title: Managing Director

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                     THE BANK OF NEW YORK,
           as a Lender

                      By:  /s/ Peter W. Helt
                                          --------------------------------
                             Name: Peter W. Helt
                               Title: Vice President

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                        THE BANK OF NOVA SCOTIA,
           as a Lender

                         By:  /s/ Christopher Usas
                                          --------------------------------
                                Name: Christopher Usas
                         Title: Director

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                        UBS AG, STAMFORD BRANCH,
           as a Lender

                    By:  /s/ Kelly Smith
                                          --------------------------------
                           Name: Kelly Smith
                         Title: Director

                      By:  /s/ Robert Reuter
                                          --------------------------------
                             Name: Robert Reuter
                                   Title: Executive Director

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                              U.S. BANK NATIONAL ASSOCIATION
                                       (formerly known as Firstar Bank, N.A.),
           as a Lender

                        By:  /s/ Alan R. Milster
                                          --------------------------------
                               Name: Alan R. Milster
                               Title: Vice President

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                                     WESTLB AG (formerly known as Westdeutsche
                                      Landesbank Girozentrale), NEW YORK BRANCH,
       as a Lender

                        By:  /s/ Duncan M. Robertson
                                        ----------------------------------
                               Name: Duncan M. Robertson
                     Title: Director

                     By:  /s/ Alan S. Bookspan
                                        ----------------------------------
                            Name: Alan S. Bookspan
                     Title: Director

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                                    MERRILL LYNCH, PIERCE & SMITH, INCORPORATED,
   as a Lender

                 By:  /s/ Graham Goldsmith
                                      ------------------------------------
                        Name: Graham Goldsmith
                          Title: Managing Director

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                                       SPECIAL SITUATIONS INVESTING GROUP, INC.,
         as a Lender

                      By:  /s/ Michael Mansour
                                         ---------------------------------
                             Name: Michael Mansour
                                   Title: Authorized Signatory

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                        BEAR STEARNS & CO. INC.,
           as a Lender

                          By:  /s/ John E. McDermott
                                          --------------------------------
                                 Name: John E. McDermott
                                         Title: Senior Managing Director

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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.                                           
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. J.R. Jacks Construction Corp.                                               
92. Ogden Constructors, Inc.                                                    
93. Ogden Environmental & Energy Services Co., Inc.                             
94. OPI Quezon, Inc.                                                            
95. Second Imperial Geothermal Co., L.P.                                        
96. Three Mountain Operations, Inc.                                             
97. Three Mountain Power LLC                                                    

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Schedule B
 Other Borrowers

1.  Ogden Facility Management Corporation of Anaheim                            
2.  LaGuardia Fuel Facilities Corp.                                             
3.  Lenzar Electro-Optics, Inc.                                                 
4.  Newark Automotive Fuel Facilities Corporation, Inc.                         
5.  Ogden Allied Abatement & Decontamination Service, Inc.                      
6.  Ogden Allied Maintenance Corp.                                              
7.  Ogden Allied Payroll Services, Inc.                                         
8.  Ogden Attractions, Inc.                                                     
9.  Aviation Distributing Corp.                                                 
10. Ogden Aviation Fueling Company of Virginia, Inc.                            
11. Ogden Aviation Service Company of Colorado, Inc.                            
12. Ogden Aviation Service Company of New Jersey, Inc.                          
13. Ogden Aviation Service Company of New York, Inc.                            
14. Ogden Aviation Service Company of Pennsylvania, Inc.                        
15. Ogden Aviation Service International Corporation                            
16. Ogden Aviation, Inc.                                                        
17. Ogden Cargo Spain, Inc.                                                     
18. Ogden Central and South America, Inc.                                       
19. Ogden Facility Holdings, Inc.                                               
20. Ogden Film and Theatre, Inc.                                                
21. Ogden Firehole Entertainment Corp.                                          
22. Ogden International Europe, Inc.                                            
23. Ogden New York Services, Inc.                                               
24. Ogden Support Services, Inc.                                                
25. PA Aviation Fuel Holdings, Inc.                                             
26. Philadelphia Fuel Facilities Corporation                                    

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Schedule C
 Subsidiary Guarantors

1.  Covanta Energy Group, Inc.                                                  
2.  Covanta Energy International, Inc.                                          
3.  Covanta Equity of Stanislaus, Inc.                                          
4.  Covanta Haverhill Properties, Inc.                                          
5.  Covanta Haverhill, Inc.                                                     
6.  Covanta Omega Lease, Inc.                                                   
7.  Covanta Power International Holdings, Inc.                                  
8.  Covanta Projects, Inc.                                                      
9.  Haverhill Power, Inc.                                                       
10. LMI, Inc. 11. Michigan Waste Energy, Inc.                                   
12. OFS Equity of Alexandria/Arlington, Inc.                                    
13. OFS Equity of Babylon, Inc.                                                 
14. OFS Equity of Delaware, Inc.                                                
15. OFS Equity of Huntington, Inc.                                              
16. OFS Equity of Indianapolis, Inc.                                            
17. OFS Equity of Stanislaus, Inc.                                              
18. Ogden Management Services, Inc.                                             
19. Covanta Equity of Alexandria/Arlington, Inc.                                

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Schedule D
 Subsidiary Guarantors

1.  Ogden Technology Services Corporation                                       
2.  Ogden Transition Corporation                                                

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 Annex A

 Schedule 6.8B

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 New Martinsville Hydroelectric Corp.                                
9.  Covanta Power International Holdings, Inc.                                  
10. Covanta Projects, Inc.                                                      
11. Doggie Diner, Inc.                                                          
12. Gulf Coast Catering Company, Inc.                                           
13. Logistics Operations, Inc.                                                  
14. Offshore Food Service, Inc.                                                 
15. OFS Equity of Alexandria/Arlington, Inc.                                    
16. OFS Equity of Babylon, Inc.                                                 
17. OFS Equity of Delaware, Inc.                                                
18. OFS Equity of Huntington, Inc.                                              
19. OFS Equity of Indianapolis, Inc.                                            
20. OFS Equity of Stanislaus, Inc.                                              
21. Ogden Aviation Security Services of Indiana, Inc.                           
22. Ogden Aviation Terminal Services, Inc.                                      
23. Ogden Cisco, Inc.                                                           
24. Ogden Communications, Inc.                                                  
25. Ogden Facility Management Corporation of West Virginia                      
26. Ogden Food Service Corporation of Indiana, Inc.                             
27. Ogden Food Service Corporation of Milwaukee, Inc.                           
28. Ogden Leisure, Inc.                                                         
29. Ogden Management Services, Inc.                                             
30. Ogden MEI, LLC                                                              
31. Ogden Pipeline Service Corporation                                          
32. Ogden Technology Services Corporation                                       
33. Ogden Transition Corporation                                                

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 Annex B

 Form of Hennepin L/C Amendments

 See attached.

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-Q Filing		Date		First		Last			Other Filings
		4/1/02		1					8-K, NT 10-K
		4/3/02		1
		5/10/02		1					SC 13G/A
		10/4/02		1
		12/10/02		1
		12/18/02		1
		3/25/03		1
		5/23/03		1
		5/30/03		1
For The Period Ended		6/30/03							11-K
Filed On / Filed As Of		8/7/03
		7/1/10		1
		7/1/16		1
Top									List All Filings