0000950137-06-006386 Sample Contracts

AMENDMENT TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • May 31st, 2006 • Covanta Holding Corp • Cogeneration services & small power producers • New York

This AMENDMENT, dated as of May 26, 2006 (this “First Amendment”) is entered into by and among COVANTA ENERGY CORPORATION, a Delaware corporation (the “Company”), COVANTA HOLDING CORPORATION (formerly known as Danielson Holding Corporation), a Delaware corporation (“Holdings”), and the parties signatory hereto.

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 24, 2005, as amended and restated as of May 26, 2006 among COVANTA ENERGY CORPORATION, COVANTA HOLDING CORPORATION, as a Guarantor, CERTAIN SUBSIDIARIES OF COVANTA ENERGY CORPORATION, as...
Credit Agreement • May 31st, 2006 • Covanta Holding Corp • Cogeneration services & small power producers • New York

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of June 24, 2005, as amended and restated as of May 26, 2006 is entered into by and among COVANTA ENERGY CORPORATION, a Delaware corporation (“Company”), COVANTA HOLDING CORPORATION (formerly known as Danielson Holding Corporation), a Delaware corporation (“Holding”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”) as Sole Lead Arranger, Sole Book Runner and Sole Syndication Agent (in such respective capacities, the “Lead Arranger”, “Book Runner”, and “Syndication Agent) as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), JPMORGAN CHASE BANK (“JPMC”), UBS SECURITIES LLC (“UBSS”) and CALYON NEW YORK BRANCH (“Calyon” together with JPMC and UBSS as Co-Documentation Agents in such capa

AMENDMENT AND LIMITED WAIVER TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • May 31st, 2006 • Covanta Holding Corp • Cogeneration services & small power producers

This AMENDMENT AND LIMITED WAIVER TO INTERCREDITOR AGREEMENT, dated as of May 26, 2006 (this “Limited Waiver”) is entered into by and among COVANTA ENERGY CORPORATION, a Delaware corporation (“Company”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), in its capacity as collateral agent under the First Lien Credit Agreement (as defined below), including its successors in such capacity from time to time (the “First Lien Collateral Agent”), CREDIT SUISSE, Cayman Islands Branch (“Credit Suisse”), in its capacity as administrative agent for the Second Lien Credit Agreement (as defined below), including its successors in such capacity from time to time (the “Second Lien Administrative Agent”), and Credit Suisse, in its capacity as collateral agent for the Parity Lien Claimholders, including its successors in such capacity from time to time (the “Parity Lien Collateral Agent”).

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