-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G/n6dp4R0aXs4jNV7q82jBaVP0tqz/2vvAofdsBSvOgZey0NsRUwnRvD1YQN0/k2 oCn1sX3N1C10uwM+LUTUNA== 0000903423-04-000327.txt : 20040308 0000903423-04-000327.hdr.sgml : 20040308 20040308164944 ACCESSION NUMBER: 0000903423-04-000327 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040308 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVANTA ENERGY CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 135549268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03122 FILM NUMBER: 04655194 BUSINESS ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 2128686100 MAIL ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: OGDEN CORP DATE OF NAME CHANGE: 19920703 8-K 1 cov-8k_0308.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K ---------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 3, 2004 Covanta Energy Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-3122 13-5549268 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 40 Lane Road, Fairfield, New Jersey 07004 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (973) 882-9000 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 3. Bankruptcy or Receivership. On April 1, 2002 (the "First Petition Date"), Covanta Energy Corporation ("Covanta") and 123 of its domestic subsidiaries filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). Since the First Petition Date, thirty-two additional subsidiaries filed their chapter 11 petitions for relief under the Bankruptcy Code. Eight subsidiaries that had filed petitions on the First Petition Date have been sold as part of Covanta's disposition of assets during the bankruptcy cases and are no longer owned by Covanta. On March 3, 2004, the Bankruptcy Court approved the Debtors' Second Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, as modified at the confirmation hearing, (the "Reorganization Plan") with respect to Covanta and seventy-nine of its subsidiaries and the Debtors' Second Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code, as modified at the confirmation hearing, (the "Liquidation Plan" and, together with the Reorganization Plan, the "Plans") with respect to an additional sixty subsidiaries. The Reorganization Plan is attached hereto as Exhibit 2.1, and a copy of the Liquidation Plan is attached hereto as Exhibit 2.2. The orders confirming the Reorganization Plan and Liquidation Plan were entered on March 5, 2004 (the "Confirmation Orders"). Copies of the Confirmation Orders for Reorganization Plan and the Liquidation Plan are attached hereto as Exhibit 2.3 and Exhibit 2.4, respectively. Under the terms of the Confirmation Order for the Reorganization Plan, the Reorganization Plan must be effective no later than June 15, 2004 or the Confirmation Order shall be deemed vacated. Six of Covanta's subsidiaries remain in bankruptcy and those cases continue to be jointly administered under the caption "In re Ogden New York Services, Inc., et al., Case Nos. 02-40826 (CB), et al." These subsidiaries (collectively, the "Remaining Debtors"), which relate to the Company's Lake County and Warren County waste-to-energy facilities and its Tampa Bay desalination facility, continue to operate their business as debtors-in-possession pursuant to the Bankruptcy Code. In connection with the Reorganization Plan, on December 2, 2003, Danielson Holding Corporation ("DHC") agreed to acquire Covanta's energy and water businesses (other than the subsidiaries relating to the Tampa Bay desalination facility) pursuant to an Investment and Purchase Agreement between the Reorganizing Debtors and Danielson, dated December 2, 2003 (as amended, the "DHC Agreement") in connection with Covanta's emergence from bankruptcy (the "DHC Transaction"). Pursuant to the DHC Agreement, Danielson will not acquire Covanta's geothermal assets. As previously disclosed, the geothermal assets were sold to other buyers as part of Covanta's Chapter 11 process. The DHC Transaction, which is scheduled to be consummated upon the Effective Date of the Plans, provides for the following: (a) DHC's purchase of 100% of the equity of Covanta for approximately $30 million in cash; (b) new revolving credit and letter of credit facilities for Covanta's domestic and international operations, provided by certain of Covanta's current secured bank lenders and a group of additional lenders organized by DHC (the "Exit Financing Agreements"); and (c) a Tax Sharing Agreement between DHC and Covanta, pursuant to which Covanta's share of DHC's consolidated group federal tax liability for taxable years ending after the Effective Date will be computed taking into account net operating losses of DHC, and DHC will have an obligation to indemnify and hold harmless Covanta for its tax liability should such net operating losses not be available. Under the Exit Financing Agreements, Covanta and its subsidiaries with domestic businesses, other than those subject to existing contractual restrictions prohibiting further borrowings (the "Domestic Borrowers") will have (a) a letter of credit facility (the "First Lien Facility") for the issuance of a letter of credit in the aggregate amount of up to $138 million required in connection with one of Covanta's waste-to-energy facilities, and (b) a letter of credit and liquidity facility (the "Second Lien Facility"), in the aggregate amount of $118 million, up to $10 million of which shall also be available for cash borrowings on a revolving basis and the balance for letters of credit. Both facilities will have a term of five years, and be secured by the assets of the Domestic Borrowers not otherwise pledged. The lien of the Second Lien Facility will be junior to that of the First Lien Facility. The Domestic Borrowers will also issue on account of pre-petition obligations up to a maximum aggregate principal amount of $230,000,000 in High Yield Notes and up to a maximum aggregate principal amount of up to $50,000,000 in Unsecured Notes. The High Yield Notes will be secured by a third priority lien in the same collateral securing the First Lien Facility and the Second Lien Facility. In addition to the factors discussed below, the consummation of the DHC Transaction is subject to material conditions including, without limitation, (i) the satisfaction or waiver of the conditions precedent under the DHC Agreement, (ii) all regulatory approvals necessary or desirable in connection therewith shall have been obtained, (iii) the Exit Financing Agreements shall have been executed and delivered by the parties thereto, and (iv) Covanta and all its subsidiaries that are the subject of the Reorganization Plan shall have sufficient cash to make all payments and establish reserves as contemplated in accordance with the Plan. Similarly, the consummation of the Liquidation Plan is subject to a number of material conditions including, without limitation, that the conditions precedent to the Effective Date of the Reorganization Plan shall have been satisfied or waived. There can be no assurance that either the Reorganization Plan or the Liquidation Plan will be consummated. The following is a summary of material provisions of the Plans. The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Plans, including those exhibits and documents described therein, which have been filed with the Bankruptcy Court, and as may be further amended and/or supplemented. The Reorganization Plan provides for, among other things, the following distributions: (i) Secured Bank and 9.25% Debenture Holder Claims Bank lenders and the 9.25% Debenture holders would receive, in respect of their prepetition obligations, in the aggregate, a distribution consisting of (i) the cash available for distribution after payment and establishment of reserves by Covanta of exit costs necessary to consummate the Plans, (ii) $205 million in principal amount of new high-yield secured notes accreting to an aggregate principal amount of $230 million at the stated maturity of 7 years, and (iii) a term loan obligation of Covanta Power International Holdings, Inc. ("CPIH") in the principal amount of $90 million, subject to increase in certain circumstances by an amount not to exceed $5 million with a stated maturity of 3 years. Additionally, the Reorganization Plan incorporates the proposed settlement of litigation in the Chapter 11 proceedings brought by the Creditors Committee. This litigation challenged the validity of the lien claimed by the holders of Covanta's 9.25% Debentures. Pursuant to the proposed settlement, holders of general unsecured prepetition claims against Covanta would receive 12.5% of the value that would otherwise be distributable to holders of 9.25% Debenture claims that participate in the settlement who would receive in exchange a release with respect to claims asserted by the Creditors Committee. (ii) Unsecured Claims against Operating Company Subsidiaries The holders of allowed unsecured claims against any of Covanta's operating subsidiaries would receive new unsecured subordinated notes in a principal amount equal to the amount of their allowed unsecured claims with a stated maturity of 8 years (the "Unsecured Notes"). (iii) Unsecured Claims against Covanta Energy Corporation and Holding Company Subsidiaries The holders of allowed unsecured claims against Covanta or certain of its holding company subsidiaries would receive, in the aggregate, a distribution consisting of (i) $4 million in principal amount of Unsecured Notes, (ii) an interest in five percent of the net proceeds received from the sale or other disposition of CPIH and its subsidiaries not to exceed the amount of $4 million in the aggregate, and (iii) the recoveries, if any, from avoidance actions brought on behalf of Covanta and its subsidiaries. Each holder of an allowed unsecured claim against Covanta or certain of its holding company subsidiaries would also receive its pro-rata share of amounts due under the settlement of the litigation brought by the Creditors Committee described above. (iv) Subordinated Claims of holders of Convertible Subordinated Bonds The holders of Covanta's convertible subordinated bonds would not receive any distribution or retain any property pursuant to the proposed Reorganization Plan. The convertible subordinated bonds would be cancelled on the effective date of the proposed Reorganization Plan. (v) Equity interests of common and preferred stockholders The holders of Covanta's preferred and common stock would not receive any distribution or retain any property pursuant to the Reorganization Plan. The preferred stock and common stock would be cancelled on the effective date of the proposed Reorganization Plan. As of March 8, 2004, Covanta had 49,824,251 shares of common stock and 33,049 shares of preferred stock outstanding. Upon implementation of the Plans, Covanta will issue all of its common stock to DHC. The Liquidation Plan provides for the complete liquidation of those of Covanta's subsidiaries that have been designated as liquidating entities. Substantially all of the assets of these liquidating entities have already been sold. The Liquidation Plan contemplates that unsecured creditors of the liquidating entities would not receive any distribution. Creditors holding allowed administrative and priority claims would be paid in accordance with the Liquidation Plan. Other significant provisions in the Plans are as follows: The Board of Directors of Covanta will consist of Anthony J. Orlando, its current President and Chief Executive Officer, Philip G. Tinkler, the Chief Financial Officer of DHC, and Joseph P. Sullivan, a director of DHC. For financial information regarding the assets and liabilities of Covanta refer to the Quarterly Report for Covanta on Form 10-Q for the quarterly period ended September 30, 2003. Upon emergence from the Chapter 11 proceedings, Covanta will be required to adopt "fresh start" accounting. Generally, Covanta will restate all assets and liabilities at their respective fair values based upon the terms of the Plans. Covanta has not yet determined the impact of fresh start accounting on the historical consolidated financial statements. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of business acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits: 2.1 Debtors' Second Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code. 2.2 Debtors' Second Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code. 2.3 Findings of Fact, Conclusions of Law and Order confirming the Debtors' Second Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code 2.4 Findings of Fact, Conclusions of Law and Order confirming the Debtors' Second Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code 2.5 Second Disclosure Statement with respect to Reorganizing Debtors' Second Joint Plan of Reorganization and Liquidating Debtors' Second Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code previously filed as Exhibit T3E-3 to the Company's T-3/A (Amendment No. 3) filed with the Commission on January 26, 2004 and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. Date: March 8, 2004 COVANTA ENERGY CORPORATION By: /s/ Jeffrey R. Horowitz ----------------------------------------- Name: Jeffrey R. Horowitz Title: Senior Vice President, General Counsel and Secretary EX-2.1 3 cov-8kex21.txt EXHIBIT B TO CONFIRMATION ORDER CLEARY, GOTTLIEB, STEEN & HAMILTON Deborah M. Buell (DB 3562) James L. Bromley (JB 5125) One Liberty Plaza New York, New York 10006 and JENNER & BLOCK, LLC Vincent E. Lazar (VL 7320) Christine L. Childers (CC 0092) One IBM Plaza Chicago, Illinois 60611 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------------x : In re: : Chapter 11 : OGDEN NEW YORK SERVICES, INC., et al., : Case Nos. 02-40826 (CB), et al. -- --- -- --- : Debtors and Debtors in Possession : : Jointly Administered : -------------------------------------------x DEBTORS' SECOND JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE --------------------------------- March 2, 2004 Covanta Energy Corporation and those of its affiliates set forth on Exhibit 1 attached hereto (each a "Reorganizing Debtor" and collectively, the "Reorganizing Debtors"), as debtors and debtors in possession under chapter 11 of title 11 of the United States Code, in each of their separate cases, which have been consolidated for procedural purposes only, hereby propose and file this Second Joint Plan of Reorganization. Table of Contents Page ARTICLE I DEFINITIONS AND INTERPRETATION.............................................................1 1.1 Definitions....................................................................................1 ARTICLE II TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS........................24 2.1 Non-Classification............................................................................24 2.2 Administrative Expense Claims.................................................................24 2.3 Compensation and Reimbursement Claims.........................................................25 2.4 Priority Tax Claims...........................................................................26 2.5 DIP Financing Facility Claims.................................................................26 ARTICLE III CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS.............................................27 3.1 General Rules of Classification...............................................................27 ARTICLE IV TREATMENT OF CLAIMS AND EQUITY INTERESTS..................................................27 4.1 Class 1 - Allowed Priority Non-Tax Claims.....................................................29 4.2 Class 2 - Allowed Project Debt Claims and the Allowed CIBC Secured Claim......................29 4.3 Class 3 - Allowed Secured Claims..............................................................30 4.4 Class 4 - Allowed Operating Company Unsecured Claims..........................................34 4.5 Class 5 - Allowed Parent and Holding Company Guarantee Claims.................................35 4.6 Class 6 - Allowed Parent and Holding Company Unsecured Claims.................................35 4.7 Class 7 - Allowed Convertible Subordinated Bond Claims........................................36 4.8 Class 8 - Allowed Convenience Claims..........................................................36 4.9 Class 9 - Intercompany Claims.................................................................36 4.10 Class 10 - Subordinated Claims................................................................37 4.11 Class 11 - Equity Interests in Subsidiary Debtors.............................................37 4.12 Class 12 - Equity Interests in Covanta Huntington, Covanta Onondaga and DSS Environmental.............................................38 4.13 Class 13 - Old Covanta Stock Equity Interests.................................................38 ARTICLE V ACCEPTANCE OR REJECTION OF THE REORGANIZATION PLAN........................................38 5.1 Voting of Claims..............................................................................38 5.2 Acceptance by an Impaired Class...............................................................39 5.3 Presumed Acceptance of Plan...................................................................39 5.4 Presumed Rejection of Plan....................................................................39 5.5 Cramdown......................................................................................39 ARTICLE VI MEANS FOR IMPLEMENTATION..................................................................39 6.1 Exit Financing................................................................................39 6.2 Investment and Purchase Agreement.............................................................39 6.3 Consummation of Heber Reorganization Plan.....................................................40 6.4 Authorization of Reorganized Covanta Common Stock and Reorganization Plan Notes.................................................................40 6.5 Cancellation of Existing Securities and Agreements............................................40 6.6 Board of Directors and Executive Officers.....................................................41 6.7 Deemed Consolidation of Debtors for Plan Purposes Only........................................41 6.8 Continued Corporate Existence; Vesting of Assets in the Reorganized Debtors and Corporate Restructuring...............................................41 6.9 Amended Organizational Documents..............................................................42 6.10 Settlements...................................................................................42 6.11 Employee Benefits.............................................................................42 6.12 Deemed Exercise of Put and Intercreditor Adjustment...........................................42 6.13 Funding the Operating Reserve.................................................................42 ARTICLE VII DISTRIBUTIONS.............................................................................43 7.1 Distribution Record Date......................................................................43 7.2 Date of Distributions.........................................................................43 7.3 Disbursing Agent..............................................................................43 7.4 Rights and Powers of Disbursing Agent.........................................................43 7.5 Surrender of Instruments......................................................................44 7.6 Delivery of Distributions.....................................................................44 7.7 Manner of Payment Under Plan..................................................................44 7.8 De Minimis and Fractional Distributions.......................................................45 7.9 Exemption from Securities Laws................................................................45 7.10 Setoffs.......................................................................................45 7.11 Allocation of Plan Distribution Between Principal and Interest................................45 7.12 Withholding and Reporting Requirements........................................................46 7.13 Time Bar to Cash Payments.....................................................................46 7.14 Closing of Chapter 11 Cases...................................................................46 ARTICLE VIII PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS.....................................46 8.1 No Distribution Pending Allowance.............................................................46 8.2 Resolution of Disputed Claims and Equity Interests............................................46 8.3 Estimation of Claims and Equity Interests.....................................................47 8.4 Reserve Account for Disputed Claims...........................................................47 8.5 Allowance of Disputed Claims..................................................................48 8.6 Reserve Account for Subclass 3B Rejecting Bondholder Recovery.................................48 8.7 Distributions to Allowed Class 6 Claims After the Effective Date..............................50 8.8 Release of Funds from Disputed Claims Reserve.................................................50 ARTICLE IX TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.....................................50 9.1 General Treatment.............................................................................50 9.2 Cure of Defaults..............................................................................51 9.3 Approval of Assumption of Certain Executory Contracts.........................................52 9.4 Approval of Rejection of Executory Contracts and Unexpired Leases.............................52 9.5 Deemed Consents and Deemed Compliance.........................................................52 9.6 Bar Date for Filing Proofs of Claim Relating to Executory Contracts and Unexpired Leases Rejected Pursuant to the Reorganization Plan....................................................................53 9.7 Survival of Debtors' Corporate Indemnities....................................................53 9.8 Reservation of Rights Under Insurance Policies and Bonds......................................53 ARTICLE X CONDITIONS PRECEDENT TO THE CONFIRMATION DATE AND THE EFFECTIVE DATE......................54 10.1 Conditions to Confirmation....................................................................54 10.2 Conditions Precedent to the Effective Date....................................................55 10.3 Waiver of Conditions..........................................................................56 10.4 Failure to Satisfy or Waiver of Conditions Precedent..........................................56 ARTICLE XI EFFECT OF CONFIRMATION....................................................................56 11.1 Revesting of Assets...........................................................................56 11.2 Discharge of Claims and Cancellation of Equity Interests......................................56 11.3 Discharge of Reorganizing Debtors.............................................................57 11.4 Binding Effect................................................................................57 11.5 Term of Injunctions or Stays..................................................................57 11.6 Injunction Against Interference with Plan.....................................................57 11.7 Exculpation...................................................................................58 11.8 Rights of Action..............................................................................59 11.9 Injunction....................................................................................59 11.10 Release.......................................................................................60 ARTICLE XII RETENTION OF JURISDICTION.................................................................61 12.1 Jurisdiction of Court.........................................................................61 ARTICLE XIII MISCELLANEOUS PROVISIONS..................................................................63 13.1 Deletion of Classes and Subclasses............................................................63 13.2 Dissolution of the Committee..................................................................63 13.3 Effectuating Documents and Further Transactions...............................................63 13.4 Payment of Statutory Fees.....................................................................63 13.5 Modification of Plan..........................................................................64 13.6 Courts of Competent Jurisdiction..............................................................64 13.7 Exemption From Transfer Taxes.................................................................64 13.8 Rules of Construction.........................................................................65 13.9 Computation of Time...........................................................................65 13.10 Successors and Assigns........................................................................65 13.11 Notices.......................................................................................66 13.12 Severability..................................................................................67 13.13 Governing Law.................................................................................67 13.14 Exhibits......................................................................................67 13.15 Counterparts..................................................................................67
EXHIBITS TO REORGANIZATION PLAN Exhibit Number Exhibit 1 List of Reorganizing Debtors 2 List of Liquidating Debtors 3 List of Reorganizing Debtors That Filed on Initial Petition Date and Subsequent Petition Date 5 Description of 9.25% Settlement 9.1A List of Rejecting Debtors 9.1A(s) Rejecting Debtors' Schedule Of Assumed Contracts And Leases 9.1B List of Assuming Debtors 9.1B(s) Assuming Debtors' Schedule Of Rejected Contracts And Leases EXHIBITS TO REORGANIZATION PLAN SUPPLEMENT Exhibit Number Exhibit 1 New CPIH Funded Debt 2 New CPIH Revolver Facility 3 New High Yield Indenture 4 First Lien L/C Facility 5 Second Lien L/C Facility 6 Covanta Unsecured Subordinated Notes Indenture 7 Term Sheet for Class 3B Stock Offering 8 Domestic Intercreditor Agreement 9 International Intercreditor Agreement 10 Tax Sharing Agreement INTRODUCTION These Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Court. While this is a Joint Reorganization Plan for each of the Reorganizing Debtors, and without limiting the terms of Section 6.8 of this Reorganization Plan, it does NOT provide that these Chapter 11 Cases will be substantively consolidated. Capitalized terms used herein shall have the meanings ascribed to such terms in Article I of this Reorganization Plan. Reference is made to the Disclosure Statement accompanying this Reorganization Plan, including the Exhibits thereto, for a discussion of the Reorganizing Debtors' history, business, results of operations and properties, and for a summary and analysis of the Reorganization Plan. All creditors are encouraged to consult the Disclosure Statement and read this Reorganization Plan carefully before voting to accept or reject this Reorganization Plan. NO SOLICITATION MATERIALS, OTHER THAN THE DISCLOSURE STATEMENT AND RELATED MATERIALS TRANSMITTED THEREWITH AND APPROVED BY THE COURT, HAVE BEEN AUTHORIZED BY THE COURT FOR USE IN SOLICITING ACCEPTANCES OR REJECTIONS OF THIS REORGANIZATION PLAN. The Reorganizing Debtors reserve the right to proceed with confirmation of this Reorganization Plan as to some but not all of the Reorganizing Debtors. ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Definitions. In addition to such other terms as are defined in other Sections of this Reorganization Plan, the following terms (which appear herein as capitalized terms) shall have the meanings set forth below, such meanings to be applicable to both the singular and plural forms of the terms defined. A term used in this Reorganization Plan and not defined herein or elsewhere in this Reorganization Plan, but that is defined in the Bankruptcy Code has the meaning set forth therein. "Accepting Bondholder" means any member of Subclass 3B other than a Rejecting Bondholder. "Additional Distributable Cash" means, if Distributable Cash is equal to $60 million, an amount of Cash equal to the lesser of (i) $7.2 million and (ii) the amount of Post- Closing Cash in excess of Distributable Cash. "Additional New Lenders" means the lenders that underwrite the entire commitment with respect to the Second Lien L/C Facility and the New CPIH Revolver Facility. "Administrative Expense Claim" means a Claim under sections 503(b), 507(a)(1), 507(b) or 1114(e)(2) of the Bankruptcy Code, including, without limitation, any actual and necessary expenses incurred after the Petition Date for preserving the assets of the Reorganizing Debtors, any actual and necessary costs and expenses of operating the businesses of the Reorganizing Debtors incurred after the Petition Date, all compensation and reimbursement of expenses allowed by the Court under sections 330, 331 or 503 of the Bankruptcy Code, any reclamation claims arising under section 546(c) of the Bankruptcy Code, and any amounts payable with respect to Tranche A or Tranche B of the DIP Financing Facility. "Administrative Expense Claim Bar Date" means the date that is thirty (30) days following the Effective Date. The Administrative Expense Claim Bar Date shall apply to all holders of Administrative Expense Claims not satisfied prior to the Administrative Expense Claim Bar Date, except that the Administrative Expense Claim Bar Date shall not apply to holders of the following limited types of claims: (a) United States Trustee Claims; (b) post-petition liabilities incurred and payable in the ordinary course of business by any Reorganizing Debtor; or (c) fees and expenses incurred by (i) Retained Professionals and (ii) Persons employed by the Reorganizing Debtors or serving as independent contractors to the Reorganizing Debtors in connection with their reorganization efforts, including without limitation the Balloting Agent. "Administrative Expense Claims Reserve" shall have the meaning assigned to such term in the Liquidation Plan. "Agent Banks" means Bank of America, N.A., as Administrative Agent, and Deutsche Bank, AG, New York Branch, as Documentation Agent, under the Prepetition Credit Agreement. "Allowed" means, with reference to the portion of any Claim (other than Administrative Expense Claims) or Equity Interest and with respect to each Reorganizing Debtor, (a) any such Claim against or Equity Interest in such Reorganizing Debtor which has been listed by a Reorganizing Debtor in its Schedules, as such Schedules have been or may be amended or supplemented by a Reorganizing Debtor from time to time in accordance with Bankruptcy Rule 1009, as liquidated in amount and not disputed or contingent and for which no contrary proof of claim or interest has been filed, (b) any Claim or Equity Interest allowed (i) under the Reorganization Plan or under any settlement agreement incorporated or otherwise implemented hereby, (ii) by Final Order, or (iii) as to which the liability of each Reorganizing Debtor and the amount thereof are determined by a final, non-appealable order of a court of competent jurisdiction other than the Court or (c) as to which a proof of claim has been timely filed before the applicable Bar Date in a liquidated amount with the Court pursuant to the Bankruptcy Code or any order of the Court, provided that (i) no objection to the allowance of such Claim or notice to expunge such Claim has been interposed by the Reorganizing Debtors, the Committee, the United States Trustee or any other party in interest as permitted under the Bankruptcy Code before any final date for the filing of such objections or motions set forth in the Reorganization Plan, the Confirmation Order or other order of the Court, or (ii) if such objection or motion has been filed and not withdrawn, such objection or motion has been overruled by a Final Order (but only to the extent such objection or motion has been overruled); provided, further that any such Claims or Equity Interests allowed solely for the purpose of voting to accept or reject the Reorganization Plan pursuant to an order of the Court shall not be considered "Allowed Claims" or "Allowed Equity Interests" for the purpose of distributions hereunder. Except as expressly stated in this Reorganization Plan or as provided under section 506(b) of the Bankruptcy Code or a Final Order of the Court, an Allowed Claim shall not include interest on the principal amount of any Claim accruing from and after the Petition Date or any fees (including attorneys' fees), costs or charges (including late payment charges) related to any Claim accruing from or after the Petition Date. "Allowed Administrative Expense Claim" means the portion of any Administrative Expense Claim (including any interest for which the Reorganizing Debtors are legally obligated) that is (i) incurred or arising after the Petition Date and prior to the Effective Date, (ii) for those Administrative Expense Claims as to which the Administrative Expense Claim Bar Date is applicable, which has been filed before the Administrative Expense Bar Date, and (iii) as to which no objection to the allowance of such Administrative Expense Claim has been filed by the Reorganizing Debtors, the Committee, the United States Trustee or any other party in interest as permitted under the Bankruptcy Code. All Administrative Expense Claims arising under or relating to the DIP Financing Facility are deemed Allowed Administrative Expense Claims. "Allowed Class o Claim " means an Allowed Claim in the specified Class. "Allowed Priority Tax Claims" means any Claim that is Allowed pursuant to Section 2.4 of this Reorganization Plan. "Allowed Subclass 3A Secured Claim Amount" means the aggregate Allowed amount of the Secured Bank Claims, currently estimated to be $415 million including accrued but unpaid fees and interest, but subject to ultimate resolution of the claims under the Prepetition Credit Agreement. "Allowed Subclass 3B Secured Claim Amount" means the aggregate Allowed amount of the 9.25% Debenture Claims, currently estimated to be $105 million including accrued but unpaid fees and interest, but subject to ultimate resolution of the claims under the 9.25% Debentures Adversary Proceeding. "Allowed Subclass 3B Settlement Amount" means the aggregate amount of the Subclass 3B Secured Claims held by holders that are Accepting Bondholders. "Assuming Debtors' Schedule of Rejected Contracts and Leases" means the schedule of the executory contracts and unexpired leases to which each of the Assuming Debtors (as defined in Section 9.1(b) of this Reorganization Plan) is a party that will be rejected under Article IX of the Plan, which schedule has been filed as Exhibit 9.1B hereto and shall be served on the relevant parties no less than twenty-three (23) days prior to the Confirmation Hearing. "Ballot" means the ballot that accompanies the Disclosure Statement upon which holders of Impaired Claims entitled to vote on the Reorganization Plan shall indicate their acceptance or rejection of the Reorganization Plan. "Ballot Deadline" means the date and time set by the Court by which the Balloting Agent must receive all Ballots. "Balloting Agent" means Bankruptcy Services LLC ("BSI") or such other entity authorized by the Court to distribute, collect and tally Ballots. "Bankruptcy Code" means title 11 of the United States Code, as amended from time to time, as applicable to the Chapter 11 Cases. "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure promulgated by the United States Supreme Court under 28 U.S.C. ss. 2075 and the local rules of the Court (including any applicable local rules and standing and administrative orders of the Court), as now in effect or hereafter amended, as applicable to the Chapter 11 Cases. "Bar Date" means the applicable date or dates fixed by the Court or this Reorganization Plan for filing proofs of claim or interests in the Chapter 11 Cases. "Bondholders Committee" means the Informal Committee of Secured Debenture Holders of certain holders of, and the Indenture Trustee for, the 9.25% Debentures issued by Covanta. "Business Day" means any day other than a Saturday, Sunday or "legal holiday" as such term is defined in Bankruptcy Rule 9006(a). "Canadian Loss Sharing Lenders" means the institutions identified as such pursuant to the Intercreditor Agreement and their permitted successors and assigns. "Cash" means lawful currency of the United States, including cash equivalents, bank deposits, checks and other similar items, unless otherwise indicated. "Chapter 11 Cases" means the voluntary cases under Chapter 11 of the Bankruptcy Code commenced by each Reorganizing Debtor, which cases are currently pending before the Court under the caption In re Ogden Services New York, Inc. et al., Case Nos. 02-40826 (CB), et al. "CIBC" means Canadian Imperial Bank of Commerce. "Claim" has the meaning set forth in section 101 of the Bankruptcy Code, whether or not asserted. "Claims Objection Deadline" means that day which is one hundred eighty (180) days after the Effective Date, as the same may be extended from time to time by the Court, without further notice to parties in interest. "Class" means any group of similar Claims or Equity Interests described in Article IV of the Reorganization Plan in accordance with section 1123(a)(1) of the Bankruptcy Code. "Class 3B Stock Offering" means a stock offering that will be made by the Plan Sponsor after the Effective Date pursuant to which those holders of Allowed Class 3B Claims that vote in favor of this Reorganization Plan will have the non-transferable right to purchase up to but no more than 3,000,000 shares of common stock (the actual number of shares issued being subject to the level of public participation in the DHC Rights Offering, the issuance of common stock pursuant to the Plan Sponsor's backstop arrangements with the Investors for the DHC Rights Offering and the related Ownership Change Limitation, it being understood that such factors may preclude issuance of any shares) issued by the Plan Sponsor at an exercise price of $1.53 per share in accordance with the terms of the Class 3B Stock Offering term sheet set forth in the Reorganization Plan Supplement, which term sheet shall be in form acceptable to the Plan Sponsor. "Class 6 Counsel" means counsel for the Committee as authorized pursuant to Section 11.8(b) of this Reorganization Plan. "Class 6 Litigation Claims" means any preference actions, fraudulent conveyance actions, rights of setoff and other claims or causes of action under sections 544, 547, 548, 549, 550 and 553 of the Bankruptcy Code and other applicable bankruptcy law that may be brought against the holder of any Unsecured Claim against the Reorganizing Debtors or Liquidating Debtors but specifically excluding any such claims against any or all of the following: (i) the Prepetition Lenders, (ii) the DIP Lenders, (iii) the Agent Banks, (iv) the DIP Agents, (v) holders of 9.25% Debentures (except as otherwise specifically provided under this Reorganization Plan), (vi)the Plan Sponsor, (vii) the Investors, and (viii) any affiliates or advisors of any of the persons or entities described in clauses (i), (ii), (iii), (iv), (v), (vi) or (vii) of this definition. "Class 6 Representative" means a representative of holders of Allowed Class 6 Claims that will be designated by the Committee prior to the Effective Date or such other Person as shall be designated in replacement thereof by order of the Court. "Class B Palladium Preferred Shares" means the preferred shares issued by Palladium Finance Corporation II that are owned by CIBC and the Canadian Loss Sharing Lenders. "Class 6 Unsecured Notes" means Reorganization Plan Unsecured Notes in the aggregate principal amount of $4 million to be distributed to holders of Allowed Class 6 Claims in accordance with Section 4.6 of this Reorganization Plan. The Reorganized Debtors shall have the option to delay issuance of the Class 6 Unsecured Notes until immediately after such time as the Disbursing Agent, in consultation with the Class 6 Representative, elects to make an interim or final Distribution to holders of Allowed Class 6 Claims in accordance with Section 8.7 of this Reorganization Plan; provided, however, that in the event that the Reorganized Debtors shall elect to delay issuance of the Class 6 Unsecured Notes, any subsequent Distribution of the Class 6 Unsecured Notes shall include all accrued interest, whether made in Cash or otherwise, that a holder of such Notes would have been entitled to receive for the period from the Effective Date through and including the Date of such subsequent Distribution. "Committee" means the Official Committee of Unsecured Creditors appointed by the Office of the United States Trustee in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code, as appointed, modified or reconstituted from time to time. "Confirmation Date" means the date on which the clerk of the Court enters the Confirmation Order on the docket, within the meaning of Bankruptcy Rules 5003 and 9021. "Confirmation Hearing" means the hearing held by the Court to consider confirmation of the Reorganization Plan pursuant to section 1128 of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time. "Confirmation Order" means the order of the Court confirming the Reorganization Plan pursuant to section 1129 of the Bankruptcy Code, together with any subsequent orders, if any, pursuant to sections 1127 and 1129 of the Bankruptcy Code approving modifications to the Reorganization Plan, which in each case shall be in form and substance satisfactory to the Reorganizing Debtors. "Convenience Claim" means any Unsecured Claim, other than an Intercompany Claim, against any Operating Company Reorganizing Debtor in an amount equal to or less than $2,500. For purposes of determining whether an Unsecured Claim qualifies as a Convenience Claim, all Unsecured Claims held by a Person against any Operating Company Reorganizing Debtor shall be considered separately and shall not be aggregated in making such determination. "Convertible Subordinated Bond Claims" means any Unsecured Claim that arises out of, or is attributable to, ownership of the Convertible Subordinated Bonds. "Convertible Subordinated Bonds" means all the convertible subordinated notes issued by Covanta, including (i) those in the aggregate principal amount of $85,000,000 bearing an interest rate of 6% per annum and (ii) those in the aggregate principal amount of $63,500,000 bearing an interest rate of 5-3/4% per annum. "Court" collectively means the United States Bankruptcy Court for the Southern District of New York and, to the extent it may exercise jurisdiction over the Chapter 11 Cases, the United States District Court for the Southern District of New York or if either such court ceases to exercise jurisdiction over the Chapter 11 Cases, such other Court or adjunct thereof that exercises competent jurisdiction over the Chapter 11 Cases or any proceeding therein. "Covanta" means Covanta Energy Corporation, a Reorganizing Debtor and the ultimate corporate parent directly or indirectly holding an interest in all the Reorganizing Debtors in these Chapter 11 Cases. "Covanta Energy Americas" means Covanta Energy Americas, Inc., a Reorganizing Debtor. "Covanta Huntington" means Covanta Huntington, L.P., a Reorganizing Debtor. "Covanta Onondaga" means Covanta Onondaga, L.P., a Reorganizing Debtor. "CPIH" means Covanta Power International Holdings, Inc., a Reorganizing Debtor. "CPIH Participation Interest" means a provision contained in the International Intercreditor Agreement entitling the holders of Allowed Class 6 Claims to receive from a distribution of net proceeds resulting from (i) the sale or other disposition of CPIH and its subsidiaries, or (ii) the sale or other disposition of the assets of CPIH and its subsidiaries, an amount equal to five percent (5%) of the net proceeds when distributed from any such sale or disposition, but in no event shall such amount received pursuant to such participation interest exceed $4 million in the aggregate, which agreement shall be subject to a satisfactory intercreditor agreement among the holders of the New CPIH Funded Debt, the Class 6 Representative or an agent of such class as a whole and Reorganized CPIH, which intercreditor agreement shall provide, inter alia, that any successor or assign of the New CPIH Funded Debt shall be bound to the terms of such agreement. "Deficiency Claim" means an Allowed Claim of a holder equal to the amount by which the aggregate Allowed Claims of such holder exceed the sum of (a) any setoff rights of the holder permitted under section 553 of the Bankruptcy Code plus (b) (without duplication of clause (a)) the Secured Claim of such holder; provided, however, that if the holder of a Secured Claim makes the election pursuant to section 1111(b)(2) of the Bankruptcy Code, there shall not be a Deficiency Claim in respect of such Claim. "Determination Date" shall mean the earlier of (i) the date on which all of the Class 4 Claims and the Priority Tax Claims under Section 2.4 of this Reorganization Plan shall be deemed Allowed or otherwise be resolved by order of the Court or by compromise approved by order of the Court, (ii) the date on which Reorganized Covanta determines that the maximum aggregate principal amount of Allowed Class 4 Claims and Allowed Priority Tax Claim under Section 2.4 of this Reorganization Plan could not exceed $70 million and (iii) such date as the majority of the holders of the New CPIH Funded Debt (or their permitted assigns) may choose in writing delivered to Reorganized Covanta and Reorganized CPIH after the Effective Date. "DHC Rights Offering" means a rights offering of the Plan Sponsor's common stock made by the Plan Sponsor to the public pursuant to an effective registration statement to be filed after the Effective Date. "DIP Agents" means Bank of America, N.A., as administrative agent, and Deutsche Bank AG, New York branch, as documentation agent, under the DIP Financing Facility. "DIP Financing Facility" means the Debtor-in-Possession Credit Agreement, dated as of April 1, 2002, among the Reorganizing Debtors, the Heber Debtors, the Liquidating Debtors, the DIP Lenders and the DIP Agents, as it has been or may be amended and modified from time to time, and as approved and extended by order of the Court. "DIP Lenders" means those Persons from time to time party to the DIP Financing Facility as lenders. "Disbursing Agent" means Reorganized Covanta, in its capacity as disbursing agent under this Reorganization Plan, together with such other persons as may be selected by Reorganized Covanta in accordance with, or otherwise referred to in, Section 7.3 of this Reorganization Plan. "Disclosure Statement" means the written disclosure statement that relates to this Reorganization Plan and the Liquidation Plan and is approved by the Court pursuant to section 1125 of the Bankruptcy Code, as such disclosure statement may be amended, modified, or supplemented (and all exhibits and schedules annexed thereto or referred to therein) and that is prepared and distributed in accordance with section 1125 of the Bankruptcy Code and Bankruptcy Rule 3018. "Disputed Claim" means that portion (including, when appropriate, the whole) of a Claim that is not an Allowed Claim, is subject to an Estimation Request, or as to which an objection has been filed. For the purposes of the Reorganization Plan, a Claim shall be considered a Disputed Claim in its entirety before the time that an objection has been or may be filed if: (a) the amount or classification of the Claim specified in the relevant proof of claim exceeds the amount or classification of any corresponding Claim scheduled by a Reorganizing Debtor in its Schedules; (b) any corresponding Claim scheduled by a Reorganizing Debtor has been scheduled as disputed, contingent or unliquidated in its Schedules; or (c) no corresponding Claim has been scheduled by a Reorganizing Debtor in its Schedules. "Disputed Claims Reserve" means, with respect to each Class of Claims in which there exists any Disputed Claim on or after the Effective Date other than Class 4, Cash or Reorganization Plan Notes to be set aside by the Disbursing Agent in separate accounts corresponding to each such Class of Claims in which there are Disputed Claims, in an amount such that, if such Disputed Claims become Allowed Claims, there will be sufficient Cash or Reorganization Plan Notes to pay all such Disputed Claims pro rata with Allowed Claims in such Class with respect to each such Class of Claims in accordance with the provisions of this Reorganization Plan. Each Disputed Claims Reserve is to be maintained under this Reorganization Plan, as set forth more fully in Article VIII of this Reorganization Plan. "Distributable Cash" means an amount of Cash equal to the lesser of (i) $60 million, and (ii) the Post-Closing Cash. "Distribution" means the distribution to holders of Allowed Claims and Allowed Interests in accordance with this Reorganization Plan of Cash, Reorganization Plan Notes, Subsidiary Debtor Equity Securities or other property, as the case may be. "Distribution Address" means (i) the address of the holder of a Claim set forth in the relevant proof of claim, (ii) the address set forth in any written notices of address change delivered to the Disbursing Agent after the date of any related proof of claim, or (iii) if no proof of claim is filed in respect to a particular Claim, the address set forth in the relevant Reorganizing Debtor's Schedules of Assets and Liabilities or register maintained for registered securities. "Distribution Date" means, with respect to Distributions to creditors other than holders of Allowed Class 6 Claims or holders of Class 4 Claims that become Allowed after the Effective Date, the date that is the later of (i) the Effective Date or as soon thereafter as reasonably practicable, but in no event later than thirty (30) days after the Effective Date, and (ii) the first Business Day after the date that is thirty (30) days after the date such Claims become Allowed Claims or otherwise become payable under the Reorganization Plan. With respect to Distributions to holders of Allowed Class 6 Claims, the Distribution Date shall mean either: (i) a date designated by the Disbursing Agent, in consultation with the Class 6 Representative, for an interim Distribution to holders of Allowed Class 6 Claims, or (ii) as soon as practicable after a final determination with respect to the allowance or disallowance of all Class 6 Claims. With respect to Distributions to holders of Class 4 Claims that become Allowed after the Effective Date, the Distribution Date shall mean initially the date that is thirty (30) days after the Effective Date and thereafter the end of each succeeding calendar quarter with respect to any Class 4 Claims that have become Allowed within such calendar quarter. "Distribution Record Date" means the Confirmation Date or, with respect to holders of 9.25% Debenture Claims, the date fixed by the Court as the record date for determining the holders of 9.25% Debentures who are entitled to receive Distributions under this Reorganization Plan. "Domestic Intercreditor Agreement" means the intercreditor agreement to be entered into by Reorganized Covanta and each of its subsidiaries party thereto, as borrowers under the First Lien L/C Facility, each of its subsidiaries party thereto, as borrowers under the Second Lien L/C Facility, the financial institutions listed therein as lenders, agents and/or trustee substantially in the form set forth in the Plan Supplement "Domestic Reorganizing Debtors" means the Reorganizing Debtors other than CPIH and its direct and indirect subsidiaries. "DSS Environmental" means DSS Environmental, Inc., a Reorganizing Debtor. "Effective Date" means a date, which is a Business Day, selected by each of the Reorganizing Debtors that is no more than ten (10) Business Days following the date on which all conditions set forth in Section 10.2 of this Reorganization Plan have been satisfied or expressly waived pursuant to Section 10.3 of this Reorganization Plan. "Equity Interest" means as to each Reorganizing Debtor, any equity security, partnership interest or share of common stock or other instrument evidencing an ownership interest in such Reorganizing Debtor, regardless of whether it may be transferred, and any option, warrant or right, contractual or otherwise, to acquire an ownership interest or other equity security in such Reorganizing Debtor and shall include any redemption, conversion, exchange, voting participation, dividend rights and liquidation preferences relating thereto. "Estate" means as to each Reorganizing Debtor, the estate which was created by the commencement of such Reorganizing Debtor's Chapter 11 Case pursuant to section 541 of the Bankruptcy Code, and shall be deemed to include, without limitation, any and all privileges of such Reorganizing Debtor and all interests in property, whether real, personal or mixed, rights, causes of action, avoidance powers or extensions of time that such Reorganizing Debtor or such estate shall have had effective as of the commencement of the Chapter 11 Case, or which such estate acquired after the commencement of the Chapter 11 Case, whether by virtue of section 544, 545, 546, 547, 548, 549 or 550 of the Bankruptcy Code or otherwise. "Estimated Recovery Value" means the estimated value of any Distribution under this Reorganization Plan; provided, that with respect to Distributions consisting of Reorganization Plan Notes, the Estimated Recovery Value shall be determined based upon the face amount of such Reorganization Plan Notes (which in the case of the New High Yield Secured Notes shall mean the face amount prior to any accretion in principal amount. "Estimation Request" means a request for estimation of a Claim in accordance with the Bankruptcy Code and Bankruptcy Rules. "Excess Distributable Cash" means (i) as of the Effective Date, if Additional Distributable Cash is equal to $7.2 million, an amount of Cash equal to seventy five percent (75%) of Post-Closing Cash in excess of $67.2 million, and (ii) after the Effective Date, an amount of Cash equal to the amount of excess reserves, if any, as determined in accordance with the proviso to the definition of Exit Costs. "Exit Costs" means the Cash costs for consummation of this Reorganization Plan and, as applicable, the Heber Reorganization Plan, to be either paid or reserved on or shortly after the Effective Date pursuant to the terms hereof, including without limitation, (i) all amounts required to make payments with respect to Distributions to holders of Allowed Administrative Expense Claims (including, without limitation, Allowed Claims for compensation and reimbursement pursuant to Section 2.3 of this Reorganization Plan and Allowed Claims with respect to the DIP Financing Facility), Allowed Priority Tax Claims (but only to the extent paid pursuant to the second sentence of Section 2.4 of this Reorganization Plan), Allowed Class 1 Claims, Allowed Subclass 2A Claims (to the extent paid in Cash within thirty days of the Effective Date) and cure payments with respect to assumed executory contracts, (ii) funding a reserve sufficient to satisfy all anticipated but still unliquidated Administrative Expense Claims (including, without limitation, unliquidated Claims for compensation and reimbursement pursuant to Section 2.3 of this Reorganization Plan and unliquidated Claims with respect to the DIP Financing Facility), unliquidated Class 1 Claims, unliquidated cure payments with respect to assumed executory contracts and funding of reserves with respect to Disputed Claims, (iii) funding the Liquidation Plan Funding Amount, (iv) payment of all costs and expenses associated with the implementation of this Reorganization Plan, including, without limitation, all expenses anticipated or required with respect to the resolution of Claims (including the payment of legal fees in accordance with Sections 8.6(c) and 11.8(b) of this Reorganization Plan), the consummation of all transactions contemplated hereunder, obtaining a final decree closing these Chapter 11 Cases and, to the extent applicable, the Heber Reorganization Plan, (v) severance costs, (vi) establishment of the Cash Tax Reserve as defined in and required by section 6.12(b) of the Investment and Purchase Agreement, including but not limited to tax reserves with respect to the Geothermal Sale, (vii) payment of any Heber Administrative Claims, (viii) the transfer of Cash to CPIH such that CPIH shall have $5 million in accounts under its control, (ix) such other reserves as may be required under one or more of the Exit Financing Agreements and (without duplication of any other provision hereof) the Investment and Purchase Agreement, and (x) a reasonable additional cushion reserve with respect to such Exit Costs; provided, however, that a reasonable period of time after the Effective Date, seventy five percent (75%) of any such reserves held in excess of actual Exit Costs shall be considered Excess Distributable Cash; further, provided, that for purposes of determining the amount of cushion referred to in clause (x) of this definition and the period of time referred to in the preceding proviso, such reasonable determinations shall be mutually agreed upon by Reorganized Covanta, the Plan Sponsor, the DIP Agents and the Bondholders Committee no later than five (5) days prior to the last date by which votes to accept or reject this Reorganization Plan must be submitted . "Exit Financing Agreements" means the agreements providing for new credit facilities, to be entered into on the Effective Date among the applicable Reorganizing Debtors and the Persons identified therein as lenders, consisting of the First Lien L/C Facility, the Second Lien L/C Facility, the New CPIH Funded Debt, the New CPIH Revolver Facility, the New High Yield Indenture, the Domestic Intercreditor Agreement and the International Intercreditor Agreement, each substantially in the form set forth in the Reorganization Plan Supplement, and all collateral and other agreements executed in connection therewith. "Exit Facility Agents" means Bank of America, N.A., as Administrative Agent and Collateral Agent and Deutsche Bank, AG, New York branch, as Documentation Agent, under certain of the Exit Financing Agreements. "Final Order" means an order or judgment of the Court, as entered on the docket of the Court, that has not been reversed, stayed, modified, or amended, and as to which: (a) the time to appeal, seek review or rehearing or petition for certiorari under the Bankruptcy Rules has expired and no timely filed appeal or petition for review, rehearing, remand or certiorari is pending; or (b) any appeal taken or petition for certiorari filed has been resolved by the highest Court to which the order or judgment was appealed or from which certiorari was sought, provided, however, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or other rules governing procedure in cases before the Court, may be filed with respect to such order or judgment shall not cause such order or judgment not to be a Final Order. "First Lien Facility Commitment Letter" means the commitment letter from Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated February 20, 2004 providing a commitment of up to approximately $138 million with respect to the First Lien L/C Facility, subject to the terms and conditions set forth therein. "First Lien L/C Facility" means the letter of credit facility, secured by a first priority lien on the Post-Confirmation Collateral in the original aggregate face amount of approximately $139 million for purposes of continuing or replacing the unfunded letter of credit issued and outstanding as of the Effective Date under Tranche B of the DIP Financing Facility with respect to the Reorganizing Debtors' Detroit facility and for funding draws with respect thereto. "First Lien Lenders" means the Persons named as lenders with respect to the First Lien L/C Facility or identified as participants with respect to the First Lien L/C Facility in the First Lien Facility Commitment Letter and such other holders of Allowed Class 3 Claims that, subject to the terms of the First Lien Facility Commitment Letter, shall be participants in the First Lien L/C Facility as of the Effective Date. "Free Cash" means the total amount of Cash held by the Reorganizing Debtors on the Effective Date after consummation of the Geothermal Sale and immediately after the closing under the Investment and Purchase Agreement but prior to giving effect to the payment of Exit Costs or any other Distributions or transactions contemplated by this Reorganization Plan; provided, however that Free Cash does not include the Post-Confirmation Working Capital or any other Cash as to which usage by the Reorganizing Debtors is restricted in any manner pursuant to the terms of any applicable agreements to which the Reorganized Debtors are party, including, without limitation, any project financing or operating agreements, that have been or shall be assumed or reinstated in connection with the Reorganization Plan. "Geothermal Sale" means the sale of certain assets related to the Heber Debtors' geothermal independent power production business and the Reorganizing Debtors' equity therein pursuant to the Heber Reorganization Plan. "Heber Administrative Claims" means all Allowed Administrative Expense Claims pursuant to the Heber Reorganization Plan. "Heber Debtors" means AMOR 14 Corporation, Covanta SIGC Energy, Inc. Covanta SIGC Energy II, Inc., Heber Field Company, Heber Geothermal Company and Second Imperial Geothermal Company, L.P., (subject to the Effective Date of the Heber Plan) each of which are affiliates of the Reorganizing Debtors and are being reorganized pursuant to the Heber Plan of Reorganization. "Heber Debtors Intercompany Claim" means any Intercompany Claim held by a Heber Debtor, but excluding any such Claim that would also be included in the definition of Liquidating Debtors Intercompany Claim or Reorganizing Debtors Intercompany Claim. "Heber Reorganization Plan" means the Joint Plan of Reorganization of the Heber Debtors under Chapter 11 of the Bankruptcy Code (including all exhibits, supplements, appendices and schedules annexed thereto), confirmed by the Court on November 21, 2003 (Docket No. 2809). "Impaired" means, when used with reference to an Allowed Claim or an Allowed Equity Interest, a Claim or Equity Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code. "Indenture Trustee" means Wells Fargo Bank Minnesota, National Association, in its capacity as indenture trustee with respect to the 9.25% Debentures. "Initial Distribution" means the initial distribution of the Secured Subclass 3A and 3B Total Distribution into separate Distributions for Subclass 3A and Subclass 3B in accordance with Section 4.4(c)(I) of this Reorganization Plan. "Initial Petition Date" means April 1, 2002, the date upon which the Reorganizing Debtors identified on Exhibit 3 hereto filed their respective orders for relief under Chapter 11 of the Bankruptcy Code. "Intercompany Claims" means all Claims against a Reorganizing Debtor asserted by any Liquidating Debtor, Heber Debtor, Non-Debtor Affiliate or any other Reorganizing Debtor, including, without limitation, any (a) preference actions, fraudulent conveyance actions, rights of setoff and other claims or causes of action under sections 544, 547, 548, 549, 550 and 553 of the Bankruptcy Code and other applicable bankruptcy or nonbankruptcy law, (b) claims or causes of action arising out of illegal dividends or similar theories of liability, (c) claims or causes of action based on piercing the corporate veil, alter ego liability or similar legal or equitable theories of recovery arising out of the ownership or operation of any of the Reorganizing Debtors prior to the applicable Petition Date, (d) claims or causes of action based on unjust enrichment, (e) claims or causes of action for breach of fiduciary duty, mismanagement, malfeasance or, to the extent they are claims or causes of action of any of the Reorganizing Debtors, fraud, (f) claims or causes of action arising out of any contracts or other agreements between or among any of the Reorganizing Debtors and any Liquidating Debtor, Heber Debtor, Non-Debtor Affiliate or any other Reorganizing Debtor that are rejected, and (g) any other claims or causes of action of any nature, including any claims or causes of action arising out of or related in any way to the Chapter 11 Cases, the Liquidation Plan, this Reorganization Plan or the Heber Reorganization Plan, that are based on an injury that affects or affected the shareholders or creditors of any of the Liquidating Debtors, Heber Debtors, Reorganizing Debtors or Non-Debtor Affiliates generally; provided, however that Intercompany Claims shall not include the Claims of Greenway Insurance Company of Vermont against any Reorganizing Debtor. "Intercreditor Agreement" means the Intercreditor Agreement dated as of March 14, 2001, among Covanta and its affiliates named therein and the Prepetition Lenders, as it has been or may be amended, supplemented or otherwise modified. "Intermediate Holding Company Debtor" means any of the Reorganizing Debtors identified as such on Exhibit 1 hereto. "International Intercreditor Agreement" means the intercreditor agreement to be entered into by Reorganized CPIH and each of its subsidiaries party thereto, certain other Reorganized Debtors, the financial institutions listed therein as lenders, agents and/or trustees substantially in the form set forth in the Plan Supplement. "Investment and Purchase Agreement" means the Investment and Purchase Agreement, dated as of December 2, 2003, between Covanta and the Plan Sponsor, without giving effect to any further amendments, supplements or other modifications. "Investors" means D.E. Shaw Laminar Portfolios, L.L.C., S.Z. Investments, LLC and Third Avenue Value Fund, Inc. "Key Ordinary Course Professional Claim" means an Administrative Claim of a Person that has been retained by the Debtors pursuant to the Ordinary Course Professional Order for compensation for services rendered or reimbursement of costs or expenses in an amount in excess of $30,000 for any month incurred after the Petition Date and prior to the Effective Date. "Lien" has the meaning set forth in section 101(37) of the Bankruptcy Code. "Liquidating Debtors" means those debtors identified on Exhibit 2 attached hereto that are being liquidated pursuant to the Liquidation Plan. "Liquidating Debtors Intercompany Claim" means any Intercompany Claim held by a Liquidating Debtor or any of its direct or indirect subsidiaries. "Liquidation Plan" means the Joint Plan of Liquidation of Ogden New York Services, Inc., et al. under Chapter 11 of the Bankruptcy Code (including all exhibits, supplements, appendices and schedules annexed thereto), dated September 8, 2003, as the same may be amended, modified or supplemented from time to time. "Liquidation Plan Funding Amount" means the amount that the Reorganizing Debtors shall fund the Operating Reserve and the Administrative Expense Claims Reserve pursuant to Section 6.1(a) of the Liquidation Plan. "New CPIH Funded Debt" means the new debt to be issued, in the form of a term loan, by Reorganized CPIH as part of the Exit Financing Agreements on the Effective Date in the original aggregate principal amount of $90 million (subject to adjustment as set forth in the proviso below), with a stated maturity date of the third anniversary of the Effective Date, bearing interest at the rate per annum of ten and one half percent (10.5%) (6.0% of such interest to be paid in cash and the remaining 4.5% to be paid in cash to the extent available and otherwise such interest shall be paid in kind by adding it to the outstanding principal balance); provided, however, that on the Determination Date the aggregate amount of New CPIH Funded Debt issued by Reorganized CPIH shall be increased dollar for dollar by an amount equal to (if positive) the difference between (x) $75 million and (y) Total Unsecured Plan Debt on the Determination Date, but in no event shall such debt exceed $95 million in original principal amount; provided, further that any such increase in the principal amount of New CPIH Funded Debt shall include the right to receive interest retroactive to the Effective Date unless payment of retroactive interest shall be waived by holders of a majority of the New CPIH Funded Debt. For the avoidance of doubt, Reorganization Plan Unsecured Notes issued to holders of Allowed Class 6 Claims pursuant to Section 4.6(b) of this Reorganization Plan shall not be deemed to be included in "Total Unsecured Plan Debt" as such term is used in the immediately preceding sentence. The New CPIH Funded Debt shall be secured by a second priority lien on substantially all of Reorganized CPIH's and its domestic subsidiaries' assets, including, without limitation, the Equity Interest of CPIH. "New CPIH Revolver Facility" means the new revolving line of credit facility, to be arranged by the Plan Sponsor and to be entered into as part of the Exit Financing Agreements, as an obligation of Reorganized CPIH and its domestic subsidiaries, secured by a first priority lien on substantially all of Reorganized CPIH's and its domestic subsidiaries' assets, junior only to duly perfected and unavoidable prior liens, providing for a revolving credit line of up to $10 million dollars for purposes of supporting the business operations of CPIH and its subsidiaries. "New High Yield Indenture" means the indenture to be entered into by Reorganized Covanta and the Domestic Reorganizing Debtors as part of the Exit Financing Agreements providing for the issuance by Reorganized Covanta of notes in the aggregate principal amount of $205 million, which liability will accrete to approximately $230 million at the stated maturity date. "New High Yield Secured Notes" means the new notes in the aggregate principal amount of $205 million (accreting to $230 million at the stated maturity date), secured by a third priority lien on the Post-Confirmation Collateral, to be issued by Reorganized Covanta and guaranteed by the Domestic Reorganizing Debtors on the Effective Date pursuant to the New High Yield Indenture in accordance with the terms of this Reorganization Plan. "Non-Debtor Affiliate" means any affiliate of the Reorganizing Debtors that is not a subject of these Chapter 11 Cases. "Non-Participating Lender" means any holder of an Allowed Class 3 Claim that is not a First Lien Lender. "Non-Priority Subclass 3A Claims" means all Secured Bank Claims other than Priority Bank Claims. "Note Purchase Agreement" means an agreement between the Priority Bank Lenders that are parties thereto and certain third party investors regarding the purchase of New High Yield Secured Notes that are to be distributed in accordance with Section 4.3(c)(II) of this Reorganization Plan, such purchase to be consummated on or before three (3) Business Days after the Effective Date. "9.25% Debenture Claim" means any Claim that arises out of, or is attributable to, ownership of the 9.25 % Debentures. "9.25% Debenture Holders Subclass 3B Distribution" means the aggregate Distribution to holders of Allowed Subclass 3B Claims pursuant to this Reorganization Plan. "9.25% Debentures" means those certain debentures issued by Ogden Corporation (now known as Covanta) in the aggregate principal amount of $100,000,000 due in March 2022 and bearing an interest rate of 9.25 % per annum (Cusip No. 676346AF6). "9.25% Debentures Adversary Proceeding" means adversary proceeding No. 02-03004 captioned as The Official Committee of Unsecured Creditors v. Wells Fargo Bank Minnesota, National Association, et al., pending before the Court. "9.25% Deficiency Claim" means an amount equal to (X) the Allowed amount of 9.25% Debenture Claims, currently estimated at $105 million including accrued but unpaid fees and interest minus (Y) as of the Effective Date, the Estimated Recovery Value of the 9.25% Debenture Holders Subclass 3B Distribution without deducting from such Estimated Recovery Value any payment of the Settlement Distribution, such amount to be determined by agreement of the holders of the 9.25% Debentures, the Reorganizing Debtors and the Committee, or by order of the Court. "9.25% Indenture" means the indenture entered into by Ogden Corporation (now known as Covanta) with respect to the 9.25% Debentures. "9.25% Settlement" means the settlement agreed to by the Committee and each Accepting Bondholder with respect to the 9.25% Debentures Adversary Proceeding, providing for, among other things, each holder of an Allowed Class 6 Claim to receive an additional Distribution consisting of a Settlement Distribution with respect to the Subclass 3B Accepting Bondholder Recovery, as further set forth in Exhibit 5 attached to this Reorganization Plan. "Ogden Put/Call Agreement" means the Ogden Put/Call Agreement, dated as of December 27th, 1997, between the Reorganizing Debtors and CIBC, as administrative agent for the holders of the class B preferred shares issued by Palladium Finance Corporation II, as amended form time to time. "Old Covanta Stock" means the pre-confirmation common stock, options, warrants, preferred stock or any other Equity Interest of Covanta, whether issued and outstanding or held in treasury. "Operating Company Reorganizing Debtor" means any of the Reorganizing Debtors other than Covanta and the Intermediate Holding Company Debtors. "Operating Company Unsecured Claims" means all Unsecured Claims asserted against any Operating Company Reorganizing Debtor; provided, however, that the term Operating Company Unsecured Claims shall not include any Convenience Claim. "Operating Reserve" shall have the meaning assigned to such term in the Liquidation Plan. "Ordinary Course Professional Order" means the Order Authorizing Employment and Compensation of Professionals Utilized in the Ordinary Course of Business entered by the Court on April 2, 2002 (Docket No. 47). "Ownership Change Limitation" means any issuance of common stock of the Plan Sponsor that would otherwise result in an ownership change under Section 382(g) of the U.S. Internal Revenue Code of 1986, as amended, computed by substituting "48.75 percentage points" for "50 percentage points" where such phrase appears in Section 382(g)(1)(A) of the U.S. Internal Revenue Code of 1986, as amended. "Parent and Holding Company Guarantee Claim" means any Claim against Covanta or any Intermediate Holding Company Debtor based on a guarantee of an obligation of any other Reorganizing Debtor or any direct or indirect international subsidiary of a Reorganizing Debtor that will continue operating following the Effective Date, including, without limitation, performance guarantees; provided, however, that Parent and Holding Company Guarantee Claims do not include the Claims of the Prepetition Lenders, the DIP Lenders, the holders of the 9.25% Debentures or Intercompany Claims; and further provided that Parent and Holding Company Guarantee Claims shall not include the guarantee or indemnity Claims of any insurers or issuers of surety bonds, unless the Court specifically determines that any such claim should be entitled to such classification or treatment. "Parent and Holding Company Unsecured Claims" means all Unsecured Claims asserted against Covanta or any Intermediate Holding Company Debtor; provided, however, that the term Parent and Holding Company Unsecured Claims shall not include any Convenience Claims or Operating Company Unsecured Claims; further, provided that the term Parent and Holding Company Unsecured Claims shall not include the Prepetition Lender Deficiency Claim; further, provided that the term Parent and Holding Company Unsecured Claims shall include the Allowed Deficiency Claims of the holders of 9.25% Debentures only with respect to that portion of such Allowed Deficiency Claims held by Rejecting Bondholders. "Person" has the meaning provided in section 101(41) of the Bankruptcy Code and includes, without limitation, any individual, corporation, partnership, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, the Committee, Indenture Trustee, Equity Interest holders, holders of Claims, current or former employees of any Reorganizing Debtor, or any other entity. "Petition Date" means, collectively, the Initial Petition Date and the Subsequent Petition Date. "Plan Documents" means the documents to be executed, delivered, assumed or performed in conjunction with the consummation of this Reorganization Plan on the Effective Date, including, without limitation, the Investment and Purchase Agreement, the Exit Financing Agreements and shall be treated as if incorporated herein. "Plan Sponsor" means Danielson Holding Corporation, a Delaware corporation. "Post-Closing Cash" means an amount of Cash determined on the Effective Date equal to Free Cash minus Exit Costs. "Post-Confirmation Collateral" means all assets of the Domestic Reorganizing Debtors, other than Equity Interests of Reorganized CPIH, to the extent such assets may be subject to a Lien, with respect to such Debtors' obligations under the Exit Financing Agreements without violation of any applicable law or the terms of any contracts that have been assumed or reinstated by the Reorganized Debtors unless otherwise waived or consented to. "Post-Confirmation Working Capital" means, on the Effective Date, the Closing Cash Balance, as such term is defined pursuant to the Investment and Purchase Agreement. "Preferred Distribution" shall have the meaning assigned to that term under the Intercreditor Agreement. "Prepetition Credit Agreement" means the Revolving Credit and Participation Agreement dated as of March 14, 2001, among Covanta, certain other Reorganizing Debtors, certain other Liquidating Debtors and the Prepetition Lenders and the Security Agreement dated as of March 14, 2001, both as they have been or may be amended, supplemented or otherwise modified from time to time. "Prepetition Lenders" means the Persons identified as lenders under the Prepetition Credit Agreement, together with their successors and permitted assigns. "Prepetition Lender Deficiency Claim" means an amount equal to (X) the Allowed amount of the claims of the Prepetition Lenders, currently estimated at $434 million including accrued but unpaid fees and interest minus (Y) as of the Effective Date, the Estimated Recovery Value of the Subclass 3A Recovery, such amount to be determined by agreement of the Prepetition Lenders, the Reorganizing Debtors and the Committee, or by order of the Court. "Priority Bank Claims" means all Secured Bank Claims that are entitled to a Preferred Distribution or Ratable Paydown pursuant to the Intercreditor Agreement. "Priority Bank Lenders" means the Prepetition Lenders that hold Priority Bank Claims. "Priority Non-Tax Claim" means any Claim entitled to priority pursuant to section 507(a) of the Bankruptcy Code, other than: (a) an Administrative Expense Claim or (b) a Priority Tax Claim. "Priority Tax Claim" means any Claim of a Government Unit of the kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code. "Pro Rata Class Share" means the proportion that the amount of any Claim bears to the aggregate amount of such Claim and all other Claims in the same Class entitled to distributions from the same source of Cash or Reorganization Plan Notes, including Disputed Claims. "Pro Rata Subclass Share" means the proportion that the amount of any Claim bears to the aggregate amount of such Claim and all other Claims in the same Subclass entitled to Distributions from the same source of Cash or Reorganization Plan Notes, including Disputed Claims. "Project Debt Claim" means any Claim against an Operating Company Reorganizing Debtor arising under an indenture with respect to bond indebtedness that is secured by a Lien on such Operating Company Reorganizing Debtor's tangible or intangible assets; provided, however, that Project Debt Claims do not include the Claims of the Prepetition Lenders, the DIP Lenders, the holders of the 9.25% Debentures or Intercompany Claims. "Ratable Paydown" shall have the meaning assigned to that term under the Intercreditor Agreement. "Rejecting Bondholder" means any member of Subclass 3B that rejects being included as a settling party pursuant to the 9.25% Settlement Agreement by expressly marking the appropriate box on the Ballot distributed to holders of Subclass 3B Secured Claims. "Rejecting Debtors' Schedule of Assumed Contracts and Leases" means a schedule of the executory contracts and unexpired leases to which each of the Rejecting Debtors (as defined in Section 9.1(a) of this Reorganization Plan) is a party that will be assumed under Article IX of the Plan, which schedule has been filed as Exhibit 9.1A hereto and shall be served on the relevant parties no less than twenty-three (23) days prior to the Confirmation Hearing. "Reorganization Plan" means this chapter 11 plan of reorganization, including without limitation, all documents referenced herein and all exhibits, supplements, appendices and schedules hereto, either in its present form or as the same may be altered, amended or modified from time to time. "Reorganization Plan Notes" means the New High Yield Secured Notes, the Reorganization Plan Unsecured Notes and the New CPIH Funded Debt. "Reorganization Plan Supplement" means a supplemental appendix to this Reorganization Plan that will contain certain of the Plan Documents in substantially completed form, to be filed no later than five (5) days prior to the last date by which votes to accept or reject this Reorganization Plan must be submitted. Documents to be included in the Reorganization Plan Supplement will be posted at www.covantaenergy.com as they become available. "Reorganization Plan Unsecured Notes" means the new subordinated unsecured notes to be issued by Reorganized Covanta on or after the Effective Date in accordance with the terms of this Reorganization Plan in an aggregate principal amount equal to the aggregate amount of Allowed Class 4 Claims plus the Class 6 Unsecured Notes issued to holders of Allowed Class 6 Claims pursuant to Section 4.6(b) of this Reorganization Plan plus the aggregate principal amount of such Notes that the Reorganizing Debtors may elect to distribute to holders of Allowed Class 8 Claims, all to be issued pursuant to the Covanta Unsecured Subordinated Notes Indenture contained in the Reorganization Plan Supplement. "Reorganized Covanta" means Covanta on and after the Effective Date. "Reorganized Covanta Common Stock" means the shares of common stock of Reorganized Covanta, authorized under Section 6.4 of this Reorganization Plan and under the amended and restated certificate of incorporation for Reorganized Covanta. "Reorganized Covanta Secured Claims" means the Secured Bank Claims and Secured 9.25% Debenture Claims. "Reorganized Debtor" means each Reorganizing Debtor, on or after the Effective Date. "Reorganizing Debtors" has the meaning ascribed to such term on the first page of this Reorganization Plan (each of the Reorganizing Debtors is individually referred to herein as a Reorganizing Debtor). A list of the Reorganizing Debtors is attached hereto as Exhibit 1. "Reorganizing Debtors Intercompany Claim" means any Intercompany Claim held by a Reorganizing Debtor or any of its direct or indirect subsidiaries, including Non-Debtor Affiliates, but excluding any such Claims that would also be included in the definition of Liquidating Debtors Intercompany Claim or Heber Debtors Intercompany Claim. "Retained Professional" means the professionals retained in these jointly administered Chapter 11 Cases by the Reorganizing Debtors or the Committee pursuant to sections 327, 328 or 1103 of the Bankruptcy Code pursuant to Final Orders of the Court; provided, however, that Retained Professional does not include those Persons retained pursuant to the Ordinary Course Professional Order except to the extent such Persons shall assert a Key Ordinary Course Professional Claim. "Schedules" means the schedules of assets and liabilities and the statement of financial affairs filed by the Reorganizing Debtors as required by sections 521 and 1106(a)(2) of the Bankruptcy Code and Bankruptcy Rule 1007, as they have been or may be supplemented or amended from time to time. "Second Lien L/C Facility" means the new letter of credit and revolving credit facility, arranged by the Investors and to be entered into as part of the Exit Financing Agreements, as an obligation of the Domestic Reorganizing Debtors, secured by a second priority lien on the Post-Confirmation Collateral, junior only to duly perfected and unavoidable prior liens, including the lien with respect to the First Lien L/C Facility, providing for commitments for issuance of certain letters of credit and a revolving line of credit in an aggregate amount up to $118.0 million (with a sublimit of $10 million established with respect to the revolving line of credit), for purposes of supporting the Domestic Reorganizing Debtors business operations, as more particularly described therein. "Secured Bank Claims" means the Secured Claims of the Prepetition Lenders arising under (i) the Prepetition Credit Agreement and related collateral documents, and (ii) the Intercreditor Agreement, including the Priority Bank Claims and the Non-Priority Subclass 3A Claims. "Secured Claim" means, pursuant to section 506 of the Bankruptcy Code, that portion of a Claim that is secured by a valid, perfected and enforceable security interest, lien, mortgage or other encumbrance, that is not subject to avoidance under applicable bankruptcy or non-bankruptcy law, in or upon any right, title or interest of any of the Reorganizing Debtors in and to property of the Estates, to the extent of the value of the holder's interest in such property as of the relevant determination date. The defined term Secured Claim includes any Claim that is (i) subject to an offset right under applicable law, and (ii) a secured claim against any of the Reorganizing Debtors pursuant to sections 506(a) and 553 of the Bankruptcy Code. Such defined term shall not include for voting or Distribution purposes any such Claim that has been or will be paid in connection with the cure of defaults under an assumed executory contract or unexpired lease under section 365 of the Bankruptcy Code. A Secured Claim shall not include any portion of the Claim that exceeds that value of the interest in property of the Estate securing such Claim. "Secured Subclass 3A and 3B Total Distribution" means the total Distribution to Allowed Subclass 3A Claims and Allowed Subclass 3B Claims under this Reorganization Plan, consisting of: (i) Distributable Cash, (ii) Additional Distributable Cash (if any), (iii) Excess Distributable Cash (if any), (iv) the New High Yield Secured Notes, and (v) New CPIH Funded Debt. "Secured Project Fees and Expenses" means those reasonable fees, costs or charges that (i) are incurred by a trustee acting on behalf of a bondholder, bond insurer or owner participant under any indenture that relates to an Allowed Project Debt Claim, (ii) represent fees, costs or charges that are properly payable under the applicable indenture, and (iii) have been approved by order of the Court; provided, however, that to the extent that any Secured Project Fees and Expenses may have been paid by third parties, then such third parties may only seek reimbursement from the Reorganizing Debtors for payment of such Secured Project Fees and Expenses, if and to the extent permitted by the relevant prepetition transaction documents and the Bankruptcy Code. "Secured Value Distribution" means the portion of the Secured Subclass 3A and 3B Total Distribution made to holders of Allowed Subclass 3A Claims or Allowed Subclass 3B Claims in the form of either Distributable Cash, Additional Distributable Cash or New High Yield Secured Notes, it being understood that the form of Secured Value Distribution received by the holders of an Allowed Class 3 Claim will vary in accordance with the provisions of this Reorganization Plan depending on whether such holder is an Additional New Lender, a First Lien Lender or a Non-Participating Lender and it being further understood that any Distribution of one form of Secured Value Distribution as provided hereunder shall be in lieu of the right to receive an equivalent amount of any other form of Secured Value Distribution. "Settlement Distribution" shall mean (i) in the event that the aggregate Estimated Recovery Value of the Subclass 3B Accepting Bondholder Recovery is less than or equal to $84 million, that portion of the Additional Distributable Cash (if any), Excess Distributable Cash (if any), New High Yield Secured Notes and New CPIH Funded Debt equal to, as of the Effective Date, twelve and one half percent (12.5%) of each type of recovery of the aggregate of the Subclass 3B Accepting Bondholder Recovery and (ii) in the event that the Estimated Recovery Value of the Subclass 3B Accepting Bondholder Recovery is greater than $84 million, an amount of each of Additional Distributable Cash (if any), Excess Distributable Cash (if any), New High Yield Secured Notes and New CPIH Funded Debt with an aggregate Estimated Recovery Value, determined as of the Effective Date, equal to $10.5 million; it being understood that, with respect to any Accepting Bondholder that is a First Lien Lender, the percentage of New High Yield Secured Notes included in the Settlement Distribution with respect to any such Accepting Bondholder shall be increased over the amount of New High Yield Secured Notes that would have been included in such Accepting Bondholders' pro rata portion of the Settlement Distribution were it not a First Lien Lender so that such Accepting Bondholder's pro rata portion of the aggregate Settlement Distribution shall be equal in amount to twelve and one half percent (12.5%) of each type of recovery (including Distributable Cash) of such Accepting Bondholder; provided, however, that the Settlement Distribution shall not include any right or opportunity arising pursuant to the DHC Rights Offering or the Class 3B Stock Offering. With respect to that portion of the Settlement Distribution consisting of New High Yield Secured Notes, the Reorganized Debtors shall have the option to delay issuance of any such Notes until immediately after such time as the Disbursing Agent, in consultation with the Class 6 Representative, elects to make an interim or final Distribution to holders of Allowed Class 6 Claims in accordance with Section 8.7 of this Reorganization Plan; provided, however, that in the event that the Reorganized Debtors shall elect to delay issuance of New High Yield Secured Notes with respect to the Settlement Distribution, any subsequent Distribution of New High Yield Secured Notes shall include all accrued interest, whether made in Cash or otherwise, that a holder of such Notes would have been entitled to receive for the period from the Effective Date through and including the Date of such subsequent Distribution. "Specified Personnel" means any officer, director or employee of any Reorganizing Debtor, but only if and to the extent, in each case, such party served in such capacity on or after the Petition Date and prior to the Confirmation Date. "Standby Commitment" shall mean the commitment of the Investors to make purchases of New High Yield Secured Notes from Non-Participating Lenders in accordance with the provisions of Section 4.3(c)(IV) of this Reorganization Plan. "Subclass 3A" means a sub class of Class 3 consisting of all Secured Bank Claims. "Subclass 3B" means a sub class of Class 3 Claims consisting of all Secured Claims of the holders of 9.25% Debentures. "Subclass 3A Percentage" means the percentage determined by dividing (i) the Allowed Subclass 3A Secured Claim Amount by (ii) the Total Allowed Class 3 Secured Claim Amount. "Subclass 3A Recovery" means a Distribution equal to the Subclass 3A Percentage of the Secured Subclass 3A and 3B Total Distribution. "Subclass 3B Accepting Bondholder Recovery" means that portion of the Subclass 3B Recovery corresponding to the Pro Rata Subclass Share of the Accepting Bondholders. "Subclass 3B Rejecting Bondholder Recovery" means that portion of the Subclass 3B Recovery corresponding to the Pro Rata Subclass Share of the Rejecting Bondholders. "Subclass 3B Percentage" means the percentage determined by dividing (i) the Allowed Subclass 3B Secured Claim Amount by (ii) the Total Allowed Class 3 Secured Claim Amount. "Subclass 3B Recovery" means a Distribution equal to the Subclass 3B Percentage of the Secured Subclass 3A and 3B Total Distribution. "Subordinated Claims" means (a) Claims for fines, penalties or forfeiture or for multiple, exemplary or punitive damages, to the extent that such fines, penalties, forfeitures or damages are not compensation for actual pecuniary loss suffered by the holders of such claims, (b) Claims subject to subordination under section 510(b) of the Bankruptcy Code, including without limitation claims for rescission, damages or reimbursement, indemnification or contribution arising out of a purchase or sale of any security of any of the Reorganizing Debtors or Liquidating Debtors, and (c) Claims subject to equitable subordination under section 510(c) of the Bankruptcy Code. "Subsequent Petition Date" means June 6, 2003, the date upon which the Reorganizing Debtors identified on Schedule 3 hereto filed their respective orders for relief under chapter 11 of the Bankruptcy Code. "Subsidiary Debtors" means the Reorganizing Debtors other than Covanta, Covanta Huntington, Covanta Onondaga and DSS Environmental. "Substantial Contribution Claims" means the claim by any creditor or party in interest for reasonable compensation for services rendered in these Chapter 11 Cases pursuant to section 503(b)(3), (4) or (5) of the Bankruptcy Code. "Tax Sharing Agreement" means that certain tax sharing agreement between the Plan Sponsor and Reorganizing Covanta, substantially in the form set forth in the Plan Supplement. "Total Allowed Class 3 Secured Claim Amount" means the sum of (i) Allowed Subclass 3A Secured Claim Amount and (ii) Allowed Subclass 3B Secured Claim Amount. "Total Unsecured Plan Debt" means as of the Determination Date the sum of (i) the aggregate amount of Reorganization Plan Unsecured Notes to be issued solely to holders of Allowed Class 4 Claims pursuant to Section 4.4(b) of this Reorganization Plan, (ii) the aggregate amount of Reorganization Plan Unsecured Notes to be issued, at the option of the Reorganizing Debtors, to holders of Allowed Class 8 Claims pursuant to Section 4.8(b) of this Reorganization Plan and (iii) the aggregate principal amount of periodic cash payments to be made by Reorganized Covanta with respect to Allowed Priority Tax Claims in accordance with the terms of Section 2.4 of this Reorganization Plan; provided, that in the event a majority of holders of the New CPIH Funded Debt (or their permitted assigns) shall have delivered notice to Reorganized Covanta and Reorganized CPIH pursuant to clause (iii) of the definition of Determination Date under this Reorganization Plan, then the Total Unsecured Plan Debt as of such Determination Date shall also include the aggregate amount of any Disputed Class 4 Claims and Disputed Tax Priority Claims in the amount asserted by the holders of such Claims as of such Determination Date. "Unimpaired" means, when used with reference to a Claim or Equity Interest, a Claim or Equity Interest that is not Impaired. "United States Trustee" means the Office of the United States Trustee for the Southern District of New York. "United States Trustee Claims" means all United States Trustee Fees accrued through the close of the Chapter 11 Cases. "United States Trustee Fees" means all fees and charges due from the Reorganizing Debtors to the United States Trustee pursuant to section 1930 of Title 28 of the United States Code. "Unsecured Claims" means any Claim (including, without limitation, (a) Claims arising from the rejection of executory contracts and unexpired leases and (b) any Deficiency Claims) that is not a Secured Claim, Administrative Expense Claim, Priority Tax Claim, Priority Non-Tax Claim, Project Debt Claim, Reorganized Covanta Secured Claim, Intercompany Company Claim or Subordinated Claim. ARTICLE II TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS 2.1 Non-Classification. As provided in section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims against the Reorganizing Debtors are not classified for purposes of voting on or receiving Distributions under this Reorganization Plan. All such Claims are instead treated separately pursuant to the terms set forth in this Article II. 2.2 Administrative Expense Claims. Except to the extent that the applicable Reorganizing Debtor and a holder of an Allowed Administrative Expense Claim agree to less favorable treatment and except as set forth in Sections 2.3 and 2.5 of this Reorganization Plan, each Reorganizing Debtor shall pay to each holder of an Allowed Administrative Expense Claim against such Reorganizing Debtor, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Administrative Expense Claim, Cash in an amount equal to such Allowed Administrative Expense Claim on the Distribution Date; provided that any such liabilities not incurred in the ordinary course of business were approved and authorized by a Final Order of the Court; provided, however, that Allowed Administrative Expense Claims representing liabilities incurred in the ordinary course of business by such Reorganizing Debtor, as a debtor in possession, or liabilities arising under loans or advances to or other obligations incurred by such Reorganizing Debtor, as debtor in possession, whether or not incurred in the ordinary course of business, shall be paid by such Reorganizing Debtor in the ordinary course of business, consistent with past practice and in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to such transactions. To the extent that the Administrative Expense Claim Bar Date applies, failure to file a timely request for payment of an Administrative Expense Claim prior to the Administrative Expense Claim Bar Date shall result in the Administrative Expense Claim being forever barred and discharged. 2.3 Compensation and Reimbursement Claims. (a) Except with respect to Substantial Contribution Claims, which are subject to Section 2.3(b), all (i) Retained Professionals and (ii) Persons employed by the Debtors or serving as independent contractors to the Debtors in connection with their reorganization efforts that are seeking an award by the Court of compensation for services rendered or reimbursement of expenses incurred through and including the Effective Date under subsections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy Code shall file and serve on counsel for the Debtors and as otherwise required by the Court and Bankruptcy Code their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred on or before the date that is forty-five (45) days after the Effective Date, subject to prior written notice to counsel to the DIP Agents. The Reorganized Debtors shall pay in full on the Distribution Date such Claims in such amounts as are Allowed by the Court, after notice and hearing, or upon such other less favorable terms as may be mutually agreed upon between the holder of such an Allowed Administrative Expense Claim and the Reorganizing Debtors or, on and after the Effective Date, the Reorganized Debtors and, in each such case, approved by the Court after notice and hearing. Any request for payment of an Administrative Expense Claim of the type specified in this Section 2.3(a), which is not filed by the applicable deadline set forth above, shall be barred. (b) Any Person who requests compensation or expense reimbursement for a Substantial Contribution Claim in the Chapter 11 Cases must file an application with the clerk of the Court, on or before the Administrative Expense Claim Bar Date, and serve such application on counsel for the Reorganized Debtors and as otherwise required by the Court and the Bankruptcy Code on or before such date, or be forever barred from seeking compensation or expense reimbursement for such Substantial Contribution Claim. (c) All other requests for payment of an Administrative Expense Claim (other than as set forth in clauses (a) and (b) of this Section 2.3 above) that are subject to the Administrative Expense Claim Bar Date must be filed with the Court and served on counsel for the Reorganizing Debtors and as otherwise required by the Court and Bankruptcy Code on or before the Administrative Expense Claim Bar Date. Unless the Reorganizing Debtors, Reorganized Debtors, or any other party in interest in the Chapter 11 Cases objects to an Administrative Expense Claim by the Claims Objection Deadline, such Administrative Expense Claim shall be deemed Allowed in the amount filed. In the event that the Reorganizing Debtors, Reorganized Debtors, or any other party in interest in the Chapter 11 Cases objects to an Administrative Expense Claim, the Court shall determine the Allowed amount of such Administrative Expense Claim. Notwithstanding the foregoing, no request for payment of an Administrative Expense Claim need be filed with respect to an Administrative Expense Claim incurred and payable by the Reorganizing Debtors in the ordinary course of business. (d) Under no circumstances will the deadlines set forth above be extended by order of the Court or otherwise. Any holders of Administrative Expense Claims who are required to file a Claim or request for payment of such Claims or expenses and who do not file such Claims or requests by the applicable dates set forth in this Section 2.3 shall be forever barred from asserting such Claims or expenses against the Reorganizing Debtors, the Reorganized Debtors, or any property of the Reorganized Debtors and the Reorganizing Debtors, and from receiving any Distributions under this Reorganization Plan with respect to such Claims. 2.4 Priority Tax Claims. With respect to each Allowed Priority Tax Claim, the holder of such Allowed Priority Tax Claim shall be entitled to receive in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Priority Tax Claim, payments in equal semiannual installments in the aggregate principal amount equal to the amount of such Allowed Priority Tax Claim payable over a period not exceeding six (6) years after the date of assessment of the Priority Tax Claim as provided in subsection 1129(a)(9)(C) of the Bankruptcy Code, each such semiannual payment to include the payment of statutory interest, pursuant to 26 U.S.C. ss. 6621, on the unpaid portion of such Claim without penalty of any kind, with the first equal semiannual installment due on the latest of: (i) six (6) months after the Effective Date, (ii) six (6) months after the date on which such Priority Tax Claim becomes an Allowed Claim, or (iii) such longer time as may be agreed to by the holder of such Priority Tax Claim and the Reorganized Debtor. Notwithstanding the foregoing, subject to the consent of the DIP Agents and the Bondholders Committee (which consent shall be requested on or before the Effective Date), the Reorganized Debtors shall have the option, in lieu of making periodic cash payments to a holder of an Allowed Priority Tax Claim in accordance with the terms of this Section 2.4 of this Reorganization Plan, to pay any or all Allowed Priority Tax Claims in Cash, without penalty of any kind, in an amount equal to the unpaid portion of such Allowed Priority Tax Claim on the Effective Date or as soon as practical thereafter. 2.5 DIP Financing Facility Claims. On the Effective Date, the Reorganizing Debtors shall pay all funded amounts and additional amounts outstanding under the DIP Financing Facility (other than amounts outstanding with respect to Tranche C thereunder) and all commitments thereunder shall automatically and irrevocably terminate; provided, however, that on the Effective Date, all outstanding and unfunded letters of credit issued under Tranche A of the DIP Financing Facility shall be replaced by letters of credit to be issued under the Second Lien L/C Facility and, subject to acceptance by the requisite number of Tranche B DIP Lenders in accordance with section 2.13 of the DIP Financing Facility, all outstanding and unfunded letters of credit issued under Tranche B of the DIP Financing Facility shall be replaced or otherwise continued by letters of credit to be issued under the First Lien L/C Facility or the Second Lien L/C Facility (as applicable) or otherwise cash collateralized in an amount not less than one hundred and five percent (105%) of the face amount thereof pursuant to documentation in form and substance satisfactory to the DIP Agents and the issuing banks. Once all such payments have been received in Cash by the DIP Lenders and all commitments thereunder have been terminated and such letters of credit have been issued under the First Lien L/C Facility or the Second Lien L/C Facility (as applicable), the DIP Financing Facility shall be terminated with respect to the Reorganizing Debtors (subject in all respects to any carve-out approved by the Court in the Final Order approving the DIP Financing Facility and any other terms of the DIP Financing Facility and the Final Order that by their express terms survive the termination of the DIP Financing Facility), and the DIP Lenders shall take all necessary action to confirm the removal of any liens on the properties of the applicable Reorganizing Debtors securing the DIP Financing Facility at the sole cost of the Reorganized Debtors. To the extent that Claims arising under Tranche B of the DIP Financing Facility will not be paid in full in Cash as a result of reinstatement and continuation of such letters of credit under the First Lien L/C Facility or Second Lien L/C Facility (as applicable), acceptance of such treatment in full satisfaction of their Allowed Administrative Expense Claim by the requisite DIP Lenders as provided under section 2.13 of the DIP Financing Facility shall be binding on all DIP Lenders. Contemporaneous with the termination of the DIP Financing Facility pursuant to this Section 2.5, the DIP Lenders' commitments and obligations thereunder shall be terminated and the Debtors shall be deemed to have unconditionally and irrevocably released the DIP Lenders and DIP Agents from all obligations, claims and liabilities whatsoever arising thereunder or relating thereto. ARTICLE III CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS 3.1 General Rules of Classification. This Reorganization Plan constitutes a Joint Reorganization Plan of the Reorganizing Debtors. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims, as described in Article II, have not been classified and thus are excluded from the Classes described below. The classification of Claims and Equity Interests and implementation of the settlements set forth below shall be applicable for all purposes, including voting, confirmation, and distribution pursuant to the Reorganization Plan. As to each Reorganizing Debtor, a Claim or Equity Interest shall be deemed classified in a particular Class or Subclass only to the extent that the Claim or Equity Interest qualifies within the description of that Class or Subclass and shall be deemed classified in a different Class or Subclass to the extent that any remainder of the Claim or Equity Interest qualifies within the description of such different Class or Subclass. A Claim or Interest is in a particular Class or Subclass only to the extent that such Claim or Interest is Allowed in that Class or Subclass and has not been paid or otherwise settled prior to the Effective Date. ARTICLE IV TREATMENT OF CLAIMS AND EQUITY INTERESTS The following is a designation of the treatment to be accorded, with respect to each Reorganizing Debtor, to each Class of Claims and Equity Interests denominated in this Reorganization Plan. No Claim shall entitle the holder thereof to any Distribution pursuant to this Reorganization Plan unless, and only to the extent that, such Claim is an Allowed Claim. All Distributions on account of Allowed Claims shall be made on the applicable Distribution Date. Class Claims Status Voting Right 1 Allowed Priority Non-Tax Claims Unimpaired Deemed to Accept 2 Allowed Project Debt Claims and Unimpaired Deemed to Accept the Allowed CIBC Secured Claim 3 Allowed Reorganized Covanta Impaired Entitled to Vote Secured Claims and Other Secured Claims 4 Allowed Operating Company Impaired Entitled to Vote Unsecured Claims 5 Allowed Parent and Holding Unimpaired Deemed to Accept Company Guarantee Claims 6 Allowed Parent and Holding Impaired Entitled to Vote Company Unsecured Claims 7 Allowed Convertible Subordinated Impaired Deemed to Reject Bond Claims 8 Allowed Convenience Claims Impaired Entitled to Vote 9 Intercompany Claims Impaired Deemed to Reject 10 Subordinated Claims Impaired Deemed to Reject 11 Equity Interests in Subsidiary Unimpaired Deemed to Accept Debtors 12 Equity Interests in Covanta Unimpaired Deemed to Accept Huntington, Covanta Onondaga and DSS Environmental 13 Old Covanta Stock Equity Interests Impaired Deemed to Reject 4.1 Class 1 - Allowed Priority Non-Tax Claims. a. Classification: Class 1 consists of all Allowed Priority Non-Tax Claims. b. Treatment: Each holder of an Allowed Class 1 Claim shall receive, in full settlement, release and discharge of its Class 1 Claim, either (i) Cash, on the Distribution Date, in an amount equal to such Allowed Claim, or (ii) such other less favorable terms as the Reorganizing Debtors or Reorganized Debtors and the holder of an Allowed Priority Non-Tax Claim agree. c. Voting: Class 1 Claims are Unimpaired, and the holders of Allowed Class 1 Claims are conclusively presumed to accept the Reorganization Plan. The votes of the holders of Class 1 Claims will not be solicited. 4.2 Class 2 - Allowed Project Debt Claims and the Allowed CIBC Secured Claim. a. Classification: Class 2 consists of the following two Subclasses of Allowed Secured Claims: Subclass 2A consists of the Allowed Project Debt Claims and Subclass 2B consists of the Allowed CIBC Secured Claim. b. Allowance: The Allowed CIBC Secured Claim shall be equal to the sum of (i) amount of Canadian $10,740,249.10, (ii) a per diem amount of Canadian $1,120.73 for each day during the period from December 1, 2003 through December 24, 2003, and (iii) a per diem amount determined in accordance with the applicable dividend rate pursuant to the terms of the Class B Palladium Preferred Shares for each day during the period from December 25, 2003 through the Effective Date. c. Treatment: (i) Subclass 2A. On the Effective Date, the legal, equitable and contractual rights of the holders of Allowed Subclass 2A Claims will be reinstated in full satisfaction, release and discharge of their respective Subclass 2A Claims and will remain unaltered under the Reorganization Plan, except as the Reorganizing Debtors and the holders of Allowed Subclass 2A Claims may otherwise agree or as such holders may otherwise consent. To the extent that defaults exist in connection with any Allowed Project Debt Claims, the Reorganized Debtors shall comply with section 1124(2) of the Bankruptcy Code on or before the Effective Date. Without limiting the generality of the foregoing, the Reorganizing Debtors shall pay in Cash thirty days after the Effective Date any Secured Project Fees and Expenses. Notwithstanding the foregoing, no contractual provisions or applicable law that would entitle the holder of an Allowed Subclass 2A Claim to demand or receive payment of such Claim prior to the stated maturity of such Claim, terminate any contractual relationship or take such other enforcement action (as may be applicable) from and after the occurrence of a default that occurred prior to the Effective Date shall be enforceable against the Reorganized Debtors. (ii) Subclass 2B. On the Effective Date, in full settlement, release and discharge of the Allowed CIBC Secured Claim, CIBC shall apply the CIBC cash collateral in full satisfaction of such Allowed CIBC Secured Claim. The remaining balance of the CIBC cash collateral, after satisfaction of the Allowed CIBC Secured Claim, shall be applied by CIBC first in payment of the fees and expenses of the mediator with respect to the Canadian loss sharing litigation and thereafter in payment of a portion of the fees and expenses of the Canadian Loss Sharing Lenders in connection therewith. c. Voting: Class 2 Claims are Unimpaired, and the holders of Allowed Class 2 Claims (including Subclass 2A and Subclass 2B) are conclusively presumed to accept the Reorganization Plan. The votes of the holders of Class 2 Claims will not be solicited. 4.3 Class 3 - Allowed Secured Claims. a. Classification: Class 3 consists of certain Allowed Secured Claims and is divided into three Subclasses. Subclass 3A consists of the Allowed Secured Bank Claims; Subclass 3B consists of Allowed Secured 9.25% Debenture Claims; Subclass 3C consists of Allowed Secured Claims other than Project Debt Claims and Reorganized Covanta Secured Claims. b. Allowance: The aggregate amount of Allowed Secured Claims in Subclass 3A and Subclass 3B shall be determined as set forth in accordance with the definitions of the terms Allowed Subclass 3A Secured Claim Amount and the Allowed Subclass 3B Secured Claim Amount, respectively. c. Treatment: Treatment of Subclass 3A and Subclass 3B. On the Effective Date, holders of Allowed Subclass 3a and Subclass 3B Claims shall receive the Secured Subclass 3A and 3B Total Distribution in full settlement, release and discharge of their respective Allowed Subclass 3A and Subclass 3B Secured Claims. The Secured Subclass 3A and 3B Total Distribution shall be divided between Subclass 3A and Subclass 3B as follows: I. Pro Rata Distribution Between Subclass 3A and Subclass 3B: The Secured Subclass 3A and 3B Total Distribution shall be segregated into a two part Initial Distribution whereby (i) the Subclass 3A Recovery shall be segregated and set aside for holders of Allowed Subclass 3A Claims to be further distributed in accordance with Section 4.3(c)(II) of this Reorganization Plan, and (ii) the Subclass 3B Recovery shall be segregated and set aside for holders of Allowed Subclass 3B Claims to be further distributed in accordance with Section 4.3(c)(III) of this Reorganization Plan; provided, however, that the Distributable Cash component of each of the Subclass 3A Recovery and Subclass 3B Recovery shall be apportioned in the Initial Distribution between Subclass 3A and Subclass 3B such that each Subclass shall receive the same percentage of Distributable Cash as, in the case of Subclass 3A, the percentage determined by dividing the total amount of Allowed Subclass 3A Claims held by First Lien Lenders by the total amount of all Allowed Class 3 Claims held by First Lien Lenders, and in the case of Subclass 3B, the percentage determined by dividing the total amount of Allowed Subclass 3B Claims held by First Lien Lenders by the total amount of all Allowed Class 3 Claims held by First Lien Lenders; and further, provided, that the Additional Distributable Cash component of each of the Subclass 3A Recovery and Subclass 3B Recovery shall be apportioned in the Initial Distribution between Subclass 3A and Subclass 3B such that each Subclass shall receive the same percentage of Additional Distributable Cash as, in the case of Subclass 3A, the percentage determined by dividing the total amount of Allowed Subclass 3A Claims held by Non-Participating Lenders by the total amount of all Allowed Class 3 Claims held by Non-Participating Lenders, and in the case of Subclass 3B, the percentage determined by dividing the total amount of Allowed Subclass 3B Claims held by Non-Participating Lenders by the total amount of all Allowed Class 3 Claims held by Non-Participating Lenders. II. Distribution Among Members of Subclass 3A: Immediately after the Initial Distribution to Subclass 3A, the Subclass 3A Recovery shall be distributed among the holders of Subclass 3A Claims as follows: First, in full settlement, release and discharge of the Allowed Priority Bank Claims, the Priority Bank Lenders shall receive first, to the extent available as part of the Subclass 3A Recovery, Additional Distributable Cash and Excess Distributable Cash in an amount equal to the amount of such Allowed Priority Bank Claims and thereafter New High Yield Secured Notes in a principal amount equal to the remaining amount of such Allowed Priority Bank Claims, or in the event such Priority Bank Lender shall have entered into the Note Purchase Agreement on or before commencement of the Confirmation Hearing, such Priority Bank Lender shall receive thereafter New High Yield Secured Notes in a principal amount equal to the product of (x) the remaining amount of such Priority Bank Lender's Allowed Priority Bank Claim multiplied by (y) 1.13636; provided, however, that if for any reason the note purchases contemplated by the Note Purchase Agreement shall not have occurred within three Business Days after the Distribution Date for the New High Yield Secured Notes, upon the return of all the New High Yield Secured Notes to the Disbursing Agent by any Priority Bank Lender, the rights and priorities of such Priority Bank Lenders under the Intercreditor Agreement shall be reinstated and deemed in full force and effect and the returned New High Yield Secured Notes shall be held in escrow by the Disbursing Agent until a full and final resolution of any such remaining Priority Bank Claims; Second, immediately after making the Distribution on account of the Allowed Priority Bank Claims, in full settlement, release and discharge of Non-Priority Subclass 3A Claims, the holders of Allowed Non-Priority Subclass 3A Claims shall receive a Pro Rata Subclass Share of the remaining Subclass 3A Recovery; provided, however, that with respect to the Distribution of the remaining Subclass 3A Recovery, (i) the First Lien Lenders in Subclass 3A shall receive their Secured Value Distribution first, to the extent available, in the form of Distributable Cash and thereafter in the form of New High Yield Secured Notes, and (ii) the Additional New Lenders in Subclass 3A shall receive their Secured Value Distribution solely in the form of New High Yield Secured Notes; and further, provided, that Non-Participating Lenders in Subclass 3A shall receive their Secured Value Distribution first, to the extent available, in the form of Additional Distributable Cash and thereafter in the form of New High Yield Secured Notes and shall not receive any Distribution of Distributable Cash. III. Distribution Among Members of Subclass 3B: Immediately after the Initial Distribution to Subclass 3B, the Subclass 3B Recovery shall be distributed as follows: First, the Subclass 3B Secured Claim shall be deemed an Allowed Secured Claim in an amount equal to the Allowed Subclass 3B Settlement Amount and in full settlement, release and discharge of the Allowed Secured Claims of the Accepting Bondholders, each holder of an Allowed Subclass 3B Claim that is an Accepting Bondholder shall, subject to payment of its pro-rata share of the Settlement Distribution, receive its Pro Rata Subclass Share of Distributions of the Subclass 3B Accepting Bondholder Recovery; provided, however, that with respect to the Subclass 3B Accepting Bondholder Recovery, (i) the First Lien Lenders in Subclass 3B that are Accepting Bondholders, if any, shall receive their Secured Value Distribution first, to the extent available, in the form of Distributable Cash and thereafter in the form of New High Yield Secured Notes; and (ii) the Additional New Lenders in Subclass 3B that are Accepting Bondholders, if any, shall receive their Secured Value Distribution solely in the form of New High Yield Secured Notes; and provided further that the Non-Participating Lenders in Subclass 3B that are Accepting Bondholders shall receive their Secured Value Distribution first, to the extent available, in the form of Additional Distributable Cash and thereafter in the form of New High Yield Secured Notes and shall not receive any Distribution of Distributable Cash. Distributions made to each Accepting Bondholder of such holder's Allowed Subclass 3B Claim shall be subject to adjustment and modification in accordance with the provisions of the 9.25% Settlement, including the waiver of the 9.25% Deficiency Claims and any subordination benefits with respect to the Convertible Subordinated Bonds, and payment of such holder's pro-rata share of the Settlement Distribution to the holders of Allowed Class 6 Claims as provided under this Reorganization Plan. Second, in the event that the aggregate amount of Subclass 3B Claims held by Rejecting Bondholders is equal to or greater than $10 million, the Subclass 3B Claim of each Rejecting Bondholder shall be deemed a Disputed Secured Claim, allowance thereof shall be subject to determination pursuant to the 9.25% Debentures Adversary Proceeding, and on the Effective Date, the Reorganizing Debtors shall deliver the Subclass 3B Rejecting Bondholder Recovery into a Reserve Account in accordance with Section 8.4 of this Reorganization Plan and be held subject to Distribution pursuant to Section 8.6 of this Reorganization Plan. Third, in the event that the aggregate amount of Subclass 3B Claims held by Rejecting Bondholders is less than $10 million, the Subclass 3B Claim of each Rejecting Bondholder shall be deemed an Allowed Secured Claim in its full amount and in full settlement, release and discharge of the Allowed Secured Claims of the Rejecting Bondholders, on the Effective Date, each holder of an Allowed Subclass 3B Claim that is a Rejecting Bondholder shall receive its Pro Rata Subclass Share of Distributions of the Subclass 3B Rejecting Bondholder Recovery; provided, however, that with respect to the Subclass 3B Rejecting Bondholder Recovery, (i) the First Lien Lenders in Subclass 3B that are Rejecting Bondholders, if any, shall receive their Secured Value Distribution first, to the extent available, in the form of Distributable Cash and thereafter in the form of New High Yield Secured Notes; and (ii) the Additional New Lenders in Subclass 3B that are Rejecting Bondholders, if any, shall receive their Secured Value Distribution solely in the form of New High Yield Secured Notes; and further, provided, that the Non-Participating Lenders in Subclass 3B that are Rejecting Bondholders shall receive their Secured Value Distribution first in the form of Additional Distributable Cash, to the extent available, and thereafter solely in the form of New High Yield Secured Notes and shall not receive any Distribution of Distributable Cash. In the event that the aggregate amount of Subclass 3B Claims held by Rejecting Bondholders is less than $10 million, the Distributions made to each Rejecting Bondholder of such holder's Allowed Subclass 3B Claim shall not be subject to adjustment and modification, nor shall they receive a release of claims asserted in the 9.25% Adversary Proceeding (remaining subject to liability to the holders of Class 6 Claims for the Settlement Distribution), in accordance with the provisions of the 9.25% Settlement. IV. Standby Commitment. In the event that Additional Distributable Cash shall be an amount less than $7.2 million, the Investors shall purchase on the Effective Date from the Non-Participating Lenders on a pro rata basis an amount of New High Yield Secured Notes equal to the difference between $7.2 million and the amount of Additional Distributable Cash at a price equal to the full accreted nominal value of such Notes paid in Cash. V. Excess Distributable Cash. In the event that after the Effective Date there shall be Excess Distributable Cash as determined in accordance with the proviso for the definition of Exit Costs under this Reorganization Plan, each holder of an Allowed Class 3 Claim as of the Effective Date or its assign shall receive its Pro Rata Class Share of a Distribution consisting of any such Excess Distributable Cash in a manner consistent with the provisions of this Section 4.3 of this Reorganization Plan, as though such Excess Distributable Cash had been part of the Initial Distribution undertaken pursuant to Section 4.3(c)(I); provided, that with respect to the Distribution of Excess Distributable Cash to any Accepting Bondholder, such Excess Distributable Cash shall be subject to adjustment and modification in accordance with the provisions of the 9.25% Settlement, and payment of such holder's pro-rata share of the Settlement Distribution to the holders of Allowed Class 6 Claims as provided under this Reorganization Plan. VI. Additional New CPIH Funded Debt. In the event that on the Determination Date there shall be an increase in the amount of New CPIH Funded Debt in accordance with the proviso set forth in the definition of New CPIH Funded Debt, then each holder of an Allowed Class 3 Claim as of the Effective Date or its assign as permitted pursuant to the New CPIH Funded Debt agreement shall receive its Pro Rata Class Share of a Distribution consisting of any such increase in the New CPIH Funded Debt in a manner consistent with the provisions of this Section 4.3 of this Reorganization Plan, as though such additional New CPIH Funded Debt had been part of the Initial Distribution undertaken pursuant to Section 4.3(c)(I); provided, that with respect to the Distribution of such New CPIH Funded Debt to any Accepting Bondholder, such Distribution shall be subject to adjustment and modification in accordance with the provisions of the 9.25% Settlement, and payment of such holder's pro-rata share of the Settlement Distribution to the holders of Allowed Class 6 Claims as provided under this Reorganization Plan. VII. Participation in the Class 3B Stock Offering. Additionally, as an incentive offered by the Plan Sponsor, any holder of an Allowed Class 3B Claim as of the record date established for voting in connection with this Reorganization Plan that has voted in favor of this Reorganization Plan shall have the right to participate on a pro rata basis in the Class 3B Stock Offering. Treatment of Subclass 3C. On the Effective Date or as soon as practicable thereafter, at the option of the Reorganizing Debtors and in accordance with section 1124 of the Bankruptcy Code, all Allowed Secured Claims in Subclass 3C will be treated pursuant to one of the following alternatives: (I) the Reorganization Plan will leave unaltered the legal, equitable and contractual rights to which each Allowed Secured Claim in Subclass 3C entitles the holder; (II) the Reorganizing Debtors or Reorganized Debtors shall cure any default that occurred before or after the Petition Date; the maturity of such Secured Claim shall be reinstated as such maturity existed prior to any such default; the holder of such Allowed Secured Claim shall be compensated for any damages incurred as a result of any reasonable reliance by the holder on any right to accelerate its claim; and the legal, equitable and contractual rights of such holder will not otherwise be altered; (III) an Allowed Secured Claim shall receive such other treatment as the Reorganizing Debtors or Reorganized Debtor and the holder of such Allowed Secured Claim shall agree; or (IV) all of the collateral for such Allowed Secured Claim will be surrendered by the Reorganizing Debtors to the holder of such Claim. d. Voting: Class 3 Claims are Impaired, and the holders of Allowed Claims in such Class are entitled to vote to accept or reject the Reorganization Plan. The members of Subclasses 3A and 3B shall vote together as a single Class for purposes of accepting or rejecting this Reorganization Plan; provided, however that the Ballots distributed to holders of Subclass 3B Secured Claims shall permit each such holder the opportunity to elect treatment as a Rejecting Bondholder, it being understood that any such holder who does not expressly make such election by properly marking the Ballot shall be deemed an Accepting Bondholder. The members of Subclass 3C shall vote separately from the members of Subclasses 3A and 3B. 4.4 Class 4 - Allowed Operating Company Unsecured Claims. a. Classification: Class 4 consists of all Allowed Operating Company Unsecured Claims. b. Treatment: On the Distribution Date, each holder of an Allowed Class 4 Claim shall receive, in full settlement, release and discharge of its Class 4 Claim, a Distribution of Reorganization Plan Unsecured Notes in the aggregate principal amount equal to the amount of its Allowed Class 4 Claim. With respect to Allowed Class 4 Claims for and to the extent which insurance is available, this Reorganization Plan shall not be deemed to impair or expand the rights of holders of such Allowed Class 4 Claims to pursue any available insurance to satisfy such Claims; provided, however, that to the extent insurance is not available or is insufficient, treatment of such Allowed Class 4 Claims shall be as otherwise provided in this Section 4.4. c. Voting: Class 4 Claims are Impaired and the holders of Allowed Class 4 Claims are entitled to vote to accept or reject the Reorganization Plan. 4.5 Class 5 - Allowed Parent and Holding Company Guarantee Claims. a. Classification: Class 5 consists of all Allowed Parent and Holding Company Guarantee Claims. b. Treatment: On the Effective Date, the legal, equitable and contractual rights of the holders of Allowed Class 5 Claims will be reinstated in full satisfaction, release and discharge of their respective Class 5 Claims and will remain unaltered under the Reorganization Plan, except as the Reorganizing Debtors and the holders of Allowed Class 5 Claims may otherwise agree or as such holders may otherwise consent; provided however, that notwithstanding the foregoing, (i) no contractual provisions or applicable law that would entitle the holder of an Allowed Class 5 Claim to demand or receive payment of such Claim prior to the stated maturity of such Claim, terminate any contractual relationship or take such other enforcement action (as may be applicable) from and after the occurrence of a default that occurred prior to the Effective Date shall be enforceable against the Reorganized Debtors, and (ii) for the period through one year after the Effective Date: (a) no contractual provisions or applicable law that would require a Reorganizing Debtor to satisfy any financial criteria or meet any financial condition measured by reference to such Debtor's most recent annual audited financial statements with respect to any such Allowed Parent and Holding Company Guarantee Claims during the pendancy of these Chapter 11 Cases shall be enforceable against such Reorganizing Debtor, and (b) the Reorganizing Debtors and Reorganized Debtors shall be deemed to be and to remain in compliance with any such contractual provision or applicable law regarding financial criteria or financial condition (other than contractual requirements to satisfy minimum ratings from ratings agencies). After such year, such financial criteria or financial condition shall be measured by reference to the applicable Debtor's most recent annual audited financial statements. c. Voting: Class 5 Claims are Unimpaired, and the holders of Allowed Class 5 Claims are not entitled to vote to accept or reject the Reorganization Plan. 4.6 Class 6 - Allowed Parent and Holding Company Unsecured Claims. a. Classification: Class 6 consists of all Allowed Parent and Holding Company Unsecured Claims. b. Treatment: In consideration of the agreement by the holders of Class 6 Claims to waive any claims, including all alleged avoidance actions, that might be brought against the holders of Subclass 3A Claims and to settle the 9.25% Debentures Adversary Proceeding in accordance with the terms of the 9.25% Settlement, and to secure the support of the holders of Allowed Class 6 Claims for confirmation of this Reorganization Plan, the holders of Allowed Class 3 Claims have agreed to provide for the holders of Allowed Class 6 Claims from the value that would otherwise have been distributable to the holders of Allowed Class 3 Claims under this Reorganization Plan, such that on the Distribution Date each holder of an Allowed Class 6 Claim shall receive, in full satisfaction, release and discharge of its Class 6 Claim, Distributions consisting of (i) such holder's Pro Rata Class Share of the CPIH Participation Interest, (ii) such holders Pro Rata Class Share of the Class 6 Unsecured Notes, and (iii) such holders Pro Rata Class Share of the proceeds, if any, with respect to the Class 6 Litigation Claims. Additionally, each holder of an Allowed Class 6 Claim (a) shall receive from each Accepting Bondholder, in full satisfaction, release and discharge of its rights with respect to the 9.25% Debentures Adversary Proceeding against each Accepting Bondholder, a Distribution consisting of such holder's Pro Rata Share of the Settlement Distribution and (b) may receive a further Distribution subject to the resolution of the 9.25% Debentures Adversary Proceeding, in accordance with section 8.6(b) of this Reorganization Plan. Distributions to holders of Allowed Class 6 Claims (including any Distribution with respect to the Settlement Distribution) shall be made by the Disbursing Agent in accordance with the provisions of Section 8.7 of this Reorganization Plan. With respect to Allowed Class 6 Claims for and to the extent which insurance is available, this Reorganization Plan shall not be deemed to impair or expand the rights of holders of such Allowed Class 6 Claims to pursue any available insurance to satisfy such Claims; provided, however, that to the extent insurance is not available or is insufficient, treatment of such Allowed Class 6 Claims shall be as otherwise provided in this Section 4.6. c. Voting: Class 6 Claims are Impaired and the holders Allowed Class 6 Claims are entitled to vote to accept or reject this Reorganization Plan. 4.7 Class 7 - Allowed Convertible Subordinated Bond Claims. a. Classification: Class 7 consists of all Allowed Convertible Subordinated Bond Claims. b. Treatment: On the Distribution Date, each holder of an Allowed Class 7 Claim shall not receive any Distributions from the Reorganizing Debtors or retain any property under the Reorganization Plan in respect of Class 7 Claims, on account of its Class 7 Claim. c. Voting: Class 7 Claims are Impaired and the holders of Allowed Class 7 Claims are conclusively presumed to reject the Reorganization Plan. The votes of holders of Allowed Class 7 Claims will not be solicited. 4.8 Class 8 - Allowed Convenience Claims. a. Classification: Class 8 consists of all Allowed Convenience Claims. b. Treatment: On the Distribution Date, each holder of an Allowed Class 8 Claim shall receive, in full satisfaction, release and discharge of its Class 8 Claim, at the Reorganizing Debtors' option either: (i) a payment in Cash, in an amount equal to seventy five percent (75%) of the Allowed amount of such Class 8 Claim, or (ii) a Distribution of Reorganization Plan Unsecured Notes in the aggregate principal amount equal to the amount of its Allowed Class 8 Claim. c. Voting: Class 8 Claims are Impaired and the holders of Allowed Class 8 Claims are entitled to vote to accept or reject the Reorganization Plan. 4.9 Class 9 - Intercompany Claims. a. Classification: Class 9 consists of all Intercompany Claims. Class 9 is subdivided into three Subclasses for Distribution purposes: Subclass 9A consists of the Liquidating Debtors Intercompany Claims; Subclass 9B consists of the Reorganized Debtors Intercompany Claims; Subclass 9C consists of the Heber Debtors Intercompany Claims. b. Treatment: On the Effective Date, Intercompany Claims shall, be treated as follows: I. Treatment of Subclass 9A Claims: In full satisfaction, release and discharge of each Liquidating Debtors Intercompany Claim, each such Liquidating Debtors Intercompany Claim shall be deemed cancelled or waived in exchange for the Reorganizing Debtors contribution of the Liquidation Plan Funding Amount, if any. II. Treatment of Subclass 9B Claims: In the sole discretion of the applicable Reorganizing Debtor or Reorganized Debtor, Reorganizing Debtors Intercompany Claims shall be either: (a) preserved and reinstated, (b) released, waived and discharged, (c) contributed to the capital of the obligee corporation, or (d) distributed to the obligee corporation. III. Treatment of Subclass 9C Claims: In full satisfaction, release and discharge of each Heber Debtors Intercompany Claim, each such Heber Debtors Intercompany Claim shall be deemed released, waived and discharged. c. Voting: Class 9 Claims are Impaired, and the holders of Allowed Class 9 Claims are conclusively presumed to reject the Reorganization Plan. The votes of the holders of Allowed Class 9 Claims will not be solicited. 4.10 Class 10 - Subordinated Claims. a. Classification: Class 10 consists of all Allowed Subordinated Claims. b. Treatment: As of the Effective Date, holders of Class 10 Claims shall not receive any Distributions or retain any property under the Reorganization Plan in respect of Class 10 Claims, on account of such Claims. c. Voting: Class 10 Claims are Impaired, and the holders of Allowed Class 10 Claims are conclusively presumed to reject the Reorganization Plan. The votes of holders of Allowed Class 10 Claims will not be solicited. 4.11 Class 11 - Equity Interests in Subsidiary Debtors. a. Classification: Class 11 consists of all Allowed Equity Interests in Subsidiary Debtors. b. Treatment: As of the Effective Date, all holders of Equity Interests in Subsidiary Debtors shall be reinstated in full satisfaction, release and discharge of any Allowed Class 11 Claims and such Equity Interests shall be evidenced by the existing capital stock, partnership and/or membership interests. c. Voting: Class 11 Equity Interests are Unimpaired, and the holders of Allowed Class 11 Equity Interests are conclusively presumed to accept the Reorganization Plan. The votes of holders of Allowed Class 11 Equity Interests will not be solicited. 4.12 Class 12 - Equity Interests in Covanta Huntington, Covanta Onondaga and DSS Environmental. a. Classification: Class 12 consists of all Equity Interests in Covanta Huntington, Covanta Onondaga and DSS Environmental. b. Treatment: As of the Effective Date, the Equity Interests in Covanta Huntington, Covanta Onondaga and DSS Environmental shall be reinstated, in full satisfaction, release and discharge of any Allowed Class 12 Equity Interests, and such reinstated Equity Interests shall be evidenced by the existing capital stock, partnership and/or membership interests. c. Voting: Class 12 Equity Interests are Unimpaired, and the holders of Allowed Class 12 Equity Interests are conclusively presumed to accept this Reorganization Plan. The votes of holders of Class 12 Equity Interests will not be solicited. 4.13 Class 13 - Old Covanta Stock Equity Interests. a. Classification: Class 13 consists of all Equity Interests of holders of Old Covanta Stock. b. Treatment: Holders of Allowed Class 13 Equity Interests shall not receive any Distribution or retain any property under the Reorganization Plan in respect of Class 13 Equity Interests. All Class 13 Equity Interests shall be cancelled, annulled and extinguished. c. Voting: Class 13 Equity Interests are Impaired, and the holders of Allowed Class 13 Equity Interests are conclusively presumed to reject the Reorganization Plan. The votes of holders of Allowed Class 13 Equity Interests will not be solicited. ARTICLE V ACCEPTANCE OR REJECTION OF THE REORGANIZATION PLAN 5.1 Voting of Claims. Except as otherwise indicated herein or as otherwise provided by a Final Order of the Court, each holder of an Allowed Claim in an Impaired Class of Claims shall be entitled to vote to accept or reject this Reorganization Plan. For purposes of calculating the number of Allowed Claims in a Class of Claims that have voted to accept or reject this Reorganization Plan under section 1126(c) of the Bankruptcy Code, all Allowed Claims in such Class held by one entity or any affiliate thereof (as defined in the Securities Act of 1933 and the rules and regulation promulgated thereunder) shall be aggregated and treated as one Allowed Claim in such Class. 5.2 Acceptance by an Impaired Class. Consistent with section 1126(c) of the Bankruptcy Code and except as provided for in section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted this Reorganization Plan if it is accepted by at least two-thirds in dollar amount, and more than one-half in number of the Allowed Claims of such Class that have timely and properly voted to accept or reject this Reorganization Plan. 5.3 Presumed Acceptance of Plan. Holders of Claims in Classes 1, 2, 5, 11 and 12 are Unimpaired by this Reorganization Plan. In accordance with section 1126 of the Bankruptcy Code, holders of Allowed Claims in such Classes are conclusively presumed to accept this Reorganization Plan and the votes of holders of such Claims will not be solicited. 5.4 Presumed Rejection of Plan. Holders of Claims and Equity Interests in Classes 7, 9, 10 and 13 are Impaired by this Reorganization Plan and are not entitled to receive any Distribution under this Reorganization Plan on account of such Claims or Equity Interests. In accordance with section 1126 of the Bankruptcy Code, holders of Allowed Claims and Equity Interests in such Classes are conclusively presumed to reject this Reorganization Plan and are not entitled to vote. As such, the votes of such holders will not be solicited with respect to such Claims and Equity Interests. 5.5 Cramdown. To the extent that any Impaired Class rejects or is presumed to have rejected this Reorganization Plan, the Reorganizing Debtors reserve the right to (a) request that the Court confirm the Reorganization Plan in accordance with section 1129(b) of the Bankruptcy Code, or (b) modify, alter or amend this Reorganization Plan to provide treatment sufficient to assure that this Reorganization Plan does not discriminate unfairly, and is fair and equitable, with respect to the Class or Classes not accepting this Reorganization Plan, and, in particular, the treatment necessary to meet the requirements of subsections 1129(a) or (b) of the Bankruptcy Code with respect to the rejecting Classes and any other Classes affected by such modifications. ARTICLE VI MEANS FOR IMPLEMENTATION 6.1 Exit Financing. (a) On the Effective Date, the Reorganized Debtors are authorized to and shall enter into the Exit Financing Agreements and effect all transactions and take any actions provided for in or contemplated by the Exit Financing Agreements, including without limitation, the payment of all fees and other amounts contemplated by the Exit Financing Agreements. (b) All Cash necessary for the Reorganized Debtors to make payments pursuant to this Reorganization Plan will be obtained from the Reorganized Debtors' cash balances and operations and borrowings under the Exit Financing Agreements, subject to the terms thereof. 6.2 Investment and Purchase Agreement. On the Effective Date, the Reorganized Debtors are authorized to and shall effect all transactions and take any actions provided for in or contemplated by the Investment and Purchase Agreement and, subject to the terms and conditions therein, shall be entitled to receive payment from the Plan Sponsor of the purchase price as set forth therein and the Plan Sponsor shall be entitled to receive one hundred percent (100%) of Reorganized Covanta Common Stock in exchange therefor. 6.3 Consummation of Heber Reorganization Plan. The implementation of this Reorganization Plan is predicated upon closing of the Geothermal Sale pursuant to the Heber Reorganization Plan. 6.4 Authorization of Reorganized Covanta Common Stock and Reorganization Plan Notes. On the Effective Date, Reorganized Covanta is authorized to and shall issue the Reorganized Covanta Common Stock and the Reorganization Plan Notes and Reorganized CPIH is authorized to and shall issue the New CPIH Funded Debt and preferred stock, in accordance with the Investment and Purchase Agreement. With respect to the Reorganization Plan Notes, the issuance by Reorganized Covanta shall be in such denominations as necessary to insure that all creditors holding other than de minimus Allowed Claims shall receive the recovery to which they are entitled under this Reorganization Plan, and as otherwise provided under this Reorganization Plan without the need for any further corporate action. 6.5 Cancellation of Existing Securities and Agreements. Except for purposes of evidencing a right to Distributions under this Reorganization Plan or otherwise provided hereunder or in the event there are more than $10 million in Rejecting Bondholders' Claims, on the Effective Date all the agreements and other documents (including, but not limited to, the 9.25% Indenture) evidencing (i) any Claims or rights of any holder of a Claim against the applicable Reorganizing Debtor, including all indentures and notes evidencing such Claims and (ii) any options or warrants to purchase Equity Interests, obligating the applicable Reorganizing Debtor to issue, transfer or sell Equity Interests or any other capital stock of the applicable Reorganizing Debtor, shall be cancelled without the need for further action; provided, however, that notwithstanding the foregoing, the Reorganized Debtors shall remain obligated with respect to liens, security interests or encumbrances in property of the Reorganized Debtors that have been granted pursuant to any executory contracts that have been assumed in accordance with Article IX of this Reorganization Plan or pursuant to the Exit Financing Agreements; and provided, further, that notwithstanding the foregoing the Indenture Trustee may be entitled to a charging lien with respect to any Distribution to holders of Allowed Subclass 3B Claims made after the Effective Date. Notwithstanding anything to the contrary in this Reorganization Plan, the indentures, notes and all other documents or agreements with respect to Class 2 Claims shall not be cancelled. The Indenture Trustee shall be relieved of all further duties and responsibilities related to the 9.25% Indenture, which shall be discharged and terminated as of the Effective Date. Subject to a determination by Reorganized Covanta pursuant to Section 7.3(a) of this Reorganization Plan, Wells Fargo Bank Minnesota may act under the Reorganization Plan as a Disbursing Agent with respect to payments to be made to holders of Allowed 9.25% Debenture Claims. Subsequent to any such performance of its obligations as Disbursing Agent, if any, Wells Fargo Bank Minnesota, National Association and its agents shall be relieved of all further duties and responsibilities. 6.6 Board of Directors and Executive Officers. (a) The identity of each of the nominees to serve on the Board of Directors of Reorganized Covanta and CPIH shall be announced fifteen (15) days prior to the Confirmation Hearing. In accordance with section 1129(a)(5) of the Bankruptcy Code, as part of such announcement, the Reorganizing Debtors shall disclose the identity and affiliations of individuals proposed to serve, after the Effective Date, as a director or officer of each of the Reorganized Debtors. Such persons shall be deemed elected or appointed, as the case may be, pursuant to the Confirmation Order, and such elections or appointments, as the case may be, shall be effective on or after the Effective Date, without any requirement of further action by stockholders, other owners or directors of the Reorganized Debtors. (b) The Reorganizing Debtors and the Committee acknowledge, and the Confirmation Order shall confirm, the validity, priority, nonavoidability, perfection and enforceability of the Liens and Claims of (i) the Agent Banks on behalf of the Prepetition Lenders under the Prepetition Credit Agreement and the related collateral documents and guarantees and (ii) subject to payment of the Settlement Distribution to holders of Allowed Class 6 Claims, the Accepting Bondholders under the indenture for the 9.25% Debentures and the related collateral documents, and any and all rights to bring any challenge with respect thereto are hereby waived. 6.7 Deemed Consolidation of Debtors for Plan Purposes Only. Subject to the occurrence of the Effective Date, the Reorganizing Debtors shall be deemed consolidated solely for the following purposes under the Reorganization Plan: (i) as provided with respect to Class 11 Claims, no Distributions shall be made under the Reorganization Plan on account of Equity Interests in Subsidiary Debtors; and (ii) with respect to each Class hereunder (other than Classes 7 and 13), Claims against more than one Reorganizing Debtor have been grouped together into a single Class of Claims for voting and distribution purposes. Such deemed consolidation, however, shall not affect: (i) the legal and organizational structure of the Reorganized Debtors; (ii) the ownership interest of any Reorganizing Debtor in any Subsidiary Debtor, Covanta Huntington, Covanta Onondaga and DSS Environmental and (iii) pre and post-Petition Date guarantees, Liens and security interests that are required to be maintained (a) in connection with executory contracts or unexpired leases that were entered into during the Chapter 11 Cases or that have been or will be assumed, or (b) pursuant to this Reorganization Plan or the instruments and documents issued in connection herewith (including, without limitation, the Exit Financing Agreements). 6.8 Continued Corporate Existence; Vesting of Assets in the Reorganized Debtors and Corporate Restructuring. (a) Each of the Reorganizing Debtors shall, as a Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all powers of a corporation, limited liability company or general or limited partnership, as the case may be, under the laws of their respective states of incorporation or organization and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under such applicable state law. (b) The Reorganized Debtors shall be revested with their assets as provided in Section 11.1 of this Reorganization Plan, subject to the Liens granted under the applicable Exit Financing Agreements. (c) On the Effective Date, the Reorganized Debtors shall be authorized to undertake a corporate restructuring as contemplated by the Investment and Purchase Agreement, including the issuance of preferred stock in CPIH to an investor. 6.9 Amended Organizational Documents. On the Effective Date, the Reorganized Debtors are authorized to, and shall, without the need for any further corporate action, adopt and, as applicable, file their respective amended organizational documents with the applicable Secretary of State. The amended organizational documents shall prohibit the issuance of nonvoting equity securities, as required by sections 1123(a) and (b) of the Bankruptcy Code, subject to further amendment as permitted by applicable law. 6.10 Settlements. Except to the extent the Court has entered a separate order providing for such approval, the Confirmation Order shall constitute an order (a) approving as a compromise and settlement pursuant to section 1123(b)(3)(A) of the Bankruptcy Code and Bankruptcy Rule 9019, any settlement agreements entered into by any Reorganizing Debtor or any other Person as contemplated in confirmation of this Reorganization Plan, and (b) authorizing the Reorganizing Debtors' execution and delivery of all settlement agreements entered into or to be entered into by any Reorganizing Debtor or any other Person as contemplated by this Reorganization Plan and all related agreements, instruments or documents to which any Reorganizing Debtor is a party. 6.11 Employee Benefits. Except as set forth in this Section, the Reorganizing Debtors generally intend to maintain existing employee benefit plans, subject to the Reorganizing Debtors or Reorganized Debtors' rights to amend, terminate or modify those plans at any time as permitted by such plans or applicable nonbankruptcy law. 6.12 Deemed Exercise of Put and Intercreditor Adjustment. In implementation of the resolution of the Allowed CIBC Secured Claim and the Allowed Secured Claims of the Canadian Loss Sharing Lenders and in connection with the Ogden Put/Call Agreement, on the Effective Date (i) CIBC, as administrative agent, will be deemed to exercise, and the Reorganizing Debtors will be deemed on such date to accept, the put to the Reorganizing Debtors of the $72 million of the outstanding class B preferred shares issued by Palladium Finance Corporation II and all rights related thereto, and (ii) the Claim of the Canadian Loss Sharing Lenders shall be reduced by an amount equal to the aggregate amount of all loss sharing payments that they have received pursuant to the Intercreditor Agreement (including any such payment received by them on the Effective Date). 6.13 Funding the Operating Reserve. On the Effective Date, the Reorganizing Debtors shall perform their obligations with respect to the Liquidation Plan by transferring the Liquidation Plan Funding Amount to the Operating Reserve and the Administrative Expense Claims Reserve. ARTICLE VII DISTRIBUTIONS 7.1 Distribution Record Date. As of the close of business on the applicable Distribution Record Date, the applicable Reorganizing Debtor's books and records for each of the Classes of Claims or Equity Interests as maintained by such Reorganizing Debtor or its respective agent, or, in the case of the 9.25% Debentures, the Indenture Trustee therefor, shall be deemed closed, and there shall be no further changes in the record holders of any of the Claims or Equity Interests. The applicable Reorganizing Debtor shall have no obligation to recognize any transfer of Claims or Equity Interests occurring on or after the applicable Distribution Record Date. The applicable Reorganizing Debtor shall be entitled to recognize and deal for all purposes hereunder only with those record holders stated in the books and records of the applicable Reorganizing Debtor or its respective agent, or, in the case of the 9.25% Debentures, the Indenture Trustee thereof, as of the close of business on the Distribution Record Date, to the extent applicable. 7.2 Date of Distributions. Unless otherwise provided herein, any Distributions and deliveries to be made hereunder shall be made on the Effective Date or as soon thereafter as is practicable. In the event that any payment or act under this Reorganization Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the initial due date. 7.3 Disbursing Agent. (a) Reorganized Covanta and such other Person as may be selected by Reorganized Covanta and approved by the Court shall act as Disbursing Agent(s) under the Reorganization Plan. No Court approval shall be required to for using Bank of America, N.A., as a Disbursing Agent for distributions to the Prepetition Lenders or, subject to agreement with Wells Fargo Bank Minnesota, National Association, for using Wells Fargo Bank Minnesota as a Disbursing Agent for distributions to holders of 9.25% Debentures after the Effective Date. (b) A Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Court, and, in the event that a Disbursing Agent is so otherwise ordered, the costs and expenses that are directly related to procuring any such bond or surety shall be borne by the Reorganized Debtors. 7.4 Rights and Powers of Disbursing Agent. The Disbursing Agent shall be empowered to (i) effect all actions and execute all agreements, instruments and other documents necessary to perform its duties under this Reorganization Plan, (ii) hold Distributions prior to the applicable Distribution Date with respect thereto, (iii) make all Distributions contemplated hereby and in accordance with the terms hereof, (iv) employ professionals to represent it with respect to its responsibilities, and (v) exercise such other powers as may be vested in the Disbursing Agent by order of the Court, pursuant to this Reorganization Plan, pursuant to such other agreement as may be entered into in connection with the implementation and consummation of this Reorganization Plan or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof. 7.5 Surrender of Instruments. As a condition to receiving any Distribution under this Reorganization Plan, (x) each holder of an Allowed Claim represented by a certificated instrument or note must surrender such instrument or note held by it to the Disbursing Agent or its designee, unless such certificated instrument or note is being reinstated or being left unimpaired under this Reorganization Plan and (y) each holder of an Allowed Claim that is party to a settlement incorporated herein or otherwise implemented hereby shall have performed its obligations thereunder either immediately prior to or contemporaneous with such Distribution. Any holder of such instrument or note that fails to (i) surrender such instrument or note or (ii) execute and deliver an affidavit of loss and/or indemnity reasonably satisfactory to the Disbursing Agent or furnish a bond in form, substance and amount reasonably satisfactory to the Disbursing Agent before the first anniversary of the Effective Date, shall be deemed to have forfeited all rights and Claims and may not participate in any Distribution under this Reorganization Plan in respect of such Claim. Any other holder of an Allowed Claim who fails to take such action as reasonably required by the Disbursing Agent or its designee to receive its Distribution hereunder before the first anniversary of the Effective Date, or such earlier time as otherwise provided for in this Reorganization Plan, may not participate in any Distribution under this Reorganization Plan in respect of such Claim. Any Distribution forfeited hereunder shall become property of the applicable Reorganized Debtor. 7.6 Delivery of Distributions. Distributions to holders of Allowed Claims shall be made at the address of each such holder as set forth on the Schedules filed with the Court unless superseded by the address as set forth on the proofs of claim filed by such holders or other writing notifying the applicable Reorganized Debtor of a change of address. If any holder's Distribution is returned as undeliverable, no further Distributions to such holder shall be made unless and until the applicable Reorganized Debtor is notified of such holder's then current address, at which time all missed Distributions shall be made to such holder without interest on or before one hundred and twenty (120) days after the date such undeliverable Distribution was initially made. After such date, all unclaimed property shall, in the applicable Reorganized Debtor's discretion, be used to satisfy the costs of administering and fully consummating this Reorganization Plan or become property of the applicable Reorganized Debtor, and the holder of any such Claim shall not be entitled to any other or further distribution under this Reorganization Plan on account of such Claim. 7.7 Manner of Payment Under Plan. (a) All Distributions of Cash or Reorganization Plan Notes to the holders of Allowed Claims against each of the Reorganizing Debtors under this Reorganization Plan, shall be made by the Disbursing Agent on behalf of the applicable Reorganized Debtor. Subject to Section 4.3 (V), any Distributions that revert to the applicable Reorganized Debtor or are otherwise cancelled (such as pursuant to Section 7.5 or 7.6 of this Reorganization Plan) shall revest solely in the applicable Reorganized Debtor. (b) At the option of the applicable Reorganized Debtor, any Cash payment to be made hereunder may be made by a check or wire transfer or as otherwise required or provided in applicable agreements. 7.8 De Minimis and Fractional Distributions. Unless written request addressed to the Reorganized Debtors or Disbursing Agent is received within one hundred and twenty (120) days after the Effective Date, the Disbursing Agent or such other entity designated by such Reorganized Debtor as a Disbursing Agent on or after the Effective Date will not be required to distribute Cash or Reorganization Plan Notes to the holder of an Allowed Claim in an Impaired Class if the amount of Cash or the Estimated Recovery Value of such Reorganization Plan Notes combined to be distributed on any Distribution Date under the Reorganization Plan on account of such Claim is less than $100. Any holder of an Allowed Claim on account of which the amount of Cash or the combined Estimated Recovery Value of Reorganization Plan Notes to be distributed is less than $100 will have its Claim for such Distribution discharged and will be forever barred from asserting any such Claim against the Reorganized Debtors or their respective property. Any Cash or Reorganization Plan Notes not distributed pursuant to this Section 7.8 will become the property of the Reorganized Debtors, free of any Liens, encumbrances or restrictions thereon. Any other provision of this Reorganization Plan notwithstanding, neither the Reorganized Debtors nor the Disbursing Agent shall be required to make distributions or payments of fractions of dollars. Whenever any payment of a fraction of a dollar under this Plan would otherwise be called for, the actual payment shall reflect a rounding of such fraction to the nearest whole dollar (up or down), with half dollars or less being rounded down. Any other provision of this Reorganization Plan notwithstanding, payments of fractions of Reorganization Plan Notes will not be made and shall be rounded (up or down) to the nearest whole number, with fractions equal to or less than 1/2 being rounded down. 7.9 Exemption from Securities Laws. The issuance of the Reorganization Plan Notes and the CPIH Participation Interest pursuant to this Reorganization Plan shall be exempt from any securities laws registration requirements to the fullest extent permitted by section 1145(a)(1)(A) of the Bankruptcy Code and section (3)(a)(7) of the Securities Act of 1933. 7.10 Setoffs. Each Reorganizing Debtor may, in accordance with the provisions of the Reorganization Plan, section 553 of the Bankruptcy Code and applicable non-bankruptcy law, set off against any Allowed Claim and the Distributions to be made pursuant to this Reorganization Plan on account of such Allowed Claim (before any Distribution is made on account of such Allowed Claim), the Claims, rights and causes of action of any nature that such Reorganizing Debtor may hold against the holder of such Allowed Claim; provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the applicable Reorganizing Debtor of any such Claims, rights and causes of action that the applicable Reorganizing Debtor may possess against such holder; and provided, further that any Claims of each Reorganizing Debtor arising before the applicable Petition Date shall only be setoff against Claims against such Reorganizing Debtor arising before the applicable Petition Date. 7.11 Allocation of Plan Distribution Between Principal and Interest. All Distributions in respect of any Allowed Claim shall be allocated first to the principal amount of such Allowed Claim, as determined for federal income tax purposes, and thereafter, to the remaining portion of such Allowed Claim, if any. 7.12 Withholding and Reporting Requirements. In connection with this Reorganization Plan and all instruments issued in connection therewith and distributed thereon, the applicable Reorganizing Debtor and/or Disbursing Agent shall comply with all applicable withholding and reporting requirements imposed by any federal, state or local taxing authority, and all distributions under this Reorganization Plan shall be subject to any such withholding or reporting requirements. 7.13 Time Bar to Cash Payments. Checks issued by the Reorganized Debtors in respect of Allowed Claims shall be null and void if not negotiated within one hundred and twenty (120) days after the date of issuance thereof. Requests for reissuance of any check shall be made to the applicable Reorganized Debtor by the holder of the Allowed Claim to whom such check originally was issued. Any Claim in respect of such voided check shall be made on or before thirty (30) days after the expiration of the one hundred and twenty (120) day period following the date of issuance of such check. After such date, all funds held on account of such voided check shall, in the discretion of the applicable Reorganized Debtor, be used to satisfy the costs of administering and fully consummating this Reorganization Plan or become property of the applicable Reorganized Debtor, and the holder of any such Allowed Claim shall not be entitled to any other or further Distribution under this Reorganization Plan on account of such Allowed Claim. 7.14 Closing of Chapter 11 Cases. As to each Reorganizing Debtor, when substantially all Disputed Claims have become Allowed Claims or have been disallowed by Final Order, and all Distributions in respect of Allowed Claims have been made in accordance with this Reorganization Plan, or at such earlier time as each of the Reorganized Debtors deems appropriate, the Reorganized Debtors shall seek authority from the Court to close their respective Chapter 11 Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules. ARTICLE VIII PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS 8.1 No Distribution Pending Allowance. Notwithstanding any other provision of this Reorganization Plan, no Cash, Reorganization Plan Notes nor any other consideration shall be distributed under this Reorganization Plan on account of any Disputed Claim, unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by Final Order and the Disputed Claim, or some portion thereof, has become an Allowed Claim. 8.2 Resolution of Disputed Claims and Equity Interests. (a) Unless otherwise ordered by the Court after notice and a hearing, the Reorganizing Debtors or Reorganized Debtors, as the case may be, shall have the exclusive right to make and file objections to Claims (other than Administrative Expense Claims) and shall serve a copy of each objection upon the holder of the Claim to which the objection is made as soon as practicable, but in no event later than one hundred and twenty (120) days after the Effective Date; provided, however, that such one hundred and twenty (120) day period may be automatically extended by the Reorganizing Debtors, without any further application to, or approval by, the Court, for up to an additional thirty (30) days. The foregoing deadlines for filing objections to Claims shall not apply to Claims for tort damages and, accordingly, no such deadline shall be imposed by this Reorganization Plan. Notwithstanding any authority to the contrary, an objection to a Claim shall be deemed properly served on the holder thereof if the Reorganizing Debtors effect service in any of the following manners: (i) in accordance with Rule 4 of the Federal Rules of Civil Procedure, as modified and made applicable by Bankruptcy Rule 7004; (ii) by first class mail, postage prepaid, on the signatory on the proof of claim or interest or other representative identified in the proof of claim or interest or any attachment thereto; or (iii) by first class mail, postage, on any counsel that has appeared on the holder's behalf in the Chapter 11 Cases. (b) Except with respect to Administrative Expense Claims as to which the Administrative Expense Claim Bar Date does not apply, Administrative Expense Claims must be filed with the Court and served on counsel for the Reorganizing Debtors on or before the Administrative Expense Claim Bar Date. The Reorganizing Debtors, Reorganized Debtors, or any other party in interest permitted under the Bankruptcy Code may make and file objections to any such Administrative Expense Claim and shall serve a copy of each objection upon the holder of the Claim to which the objection is made as soon as practicable, but in no event later than one hundred and eighty (180) days after the Effective Date. In the event the Reorganizing Debtors, or Reorganized Debtors file any such objection, the Court shall determine the Allowed amount of any such Administrative Expense Claim. Notwithstanding the foregoing, no request for payment of an Administrative Expense Claim need be filed with respect to an Administrative Expense Claim which is paid or payable by the Reorganizing Debtors in the ordinary course of business. 8.3 Estimation of Claims and Equity Interests. The Reorganizing Debtors may at any time request that the Court estimate any contingent, unliquidated or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code, regardless of whether the Reorganizing Debtors previously objected to such Claim or whether the Court has ruled on any such objection, and the Court will retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim. In the event that the Court estimates any Disputed Claim, that estimated amount may constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Court. If the estimated amount constitutes a maximum limitation on such Claim, the Reorganizing Debtors may elect to pursue any supplemental proceedings to object to any ultimate payment of such Claim. All of the aforementioned Claims objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. 8.4 Reserve Account for Disputed Claims. On and after the Distribution Date, the Disbursing Agent shall hold in one or more Disputed Claims Reserves, for each Class or Subclass in which there are any Disputed Claims, Cash or Reorganization Plan Notes in an aggregate amount sufficient to pay to each holder of a Disputed Claim the amount of Cash or Reorganization Plan Notes that such holder would have been entitled to receive pro rata under this Reorganization Plan if such Claim had been an Allowed Claim in such Class or Subclass; provided, however that with respect to Disputed Claims in Class 4, the Reorganized Debtors shall not be required to establish a Disputed Claims Reserve but instead shall issue new Reorganization Plan Unsecured Notes if and when any Disputed Claim in Class 4 becomes an Allowed Claim. Cash withheld and reserved for payments to holders of Disputed Claims in any Class or Subclass shall be held and deposited by the Disbursing Agent in one or more segregated interest-bearing reserve accounts for each Class or Subclass of Claims in which there are Disputed Claims entitled to receive Cash, to be used to satisfy the Disputed Claims if and when such Disputed Claims become Allowed Claims. 8.5 Allowance of Disputed Claims. With respect to any Disputed Claim that is subsequently deemed Allowed, on the Distribution Date for any such Claim the Reorganizing Debtors shall distribute from the Disputed Claims Reserve Account corresponding to the Class in which such Claim is classified to the holder of such Allowed Claim the amount of Cash or Reorganization Plan Notes that such holder would have been entitled to recover pro rata under this Reorganization Plan if such Claim had been an Allowed Claim on the Effective Date, together with such claimholder's Pro Rata Class Share of net interest, if any, on such Allowed Claim. For purposes of the immediately preceding sentence, such holder's Pro Rata Class Share of net interest shall be calculated by multiplying the amount of interest on deposit in the applicable Disputed Claims Reserve account on the date immediately preceding the date on which such Allowed Claim is to be paid by a fraction, the numerator of which shall equal the amount of such Allowed Claim and the denominator of which shall equal the amount of all Claims for which deposits are being held in the applicable Disputed Claims Reserve account on the date immediately preceding the date on which such Allowed Claim is to be paid. 8.6 Reserve Account for Subclass 3B Rejecting Bondholder Recovery. (a) Any portion of the Subclass 3B Rejecting Bondholder Recovery deemed a Disputed Secured Claim pursuant to section 4.3(c)(III) of this Reorganization Plan shall be held in a reserve account in accordance with Section 8.4 of this Reorganization Plan subject to resolution of the 9.25% Debentures Adversary Proceeding. (b) In the event of entry of a Final Order in connection with the 9.25% Debentures Adversary Proceeding establishing the validity of the Lien asserted on behalf of the holders of the 9.25% Debentures, each holder of a Subclass 3B Secured Claim that had been deemed a Disputed Secured Claim pursuant to section 4.3(c)(III) of this Reorganization Plan shall receive a Pro Rata Share of the Distribution of the Subclass 3B Rejecting Bondholder Recovery from the Subclass 3B Reserve Account. In the event of entry of a Final Order in the 9.25% Debentures Adversary Proceeding determining that the Lien asserted on behalf of the holder of the 9.25% Debentures did not exist, was invalid or otherwise avoided, then the Subclass 3B Rejecting Bondholder Recovery held in the Subclass 3B Reserve Account shall be Distributed (i) first, so that each holder of a Subclass 3B Claim that had been deemed a Disputed Secured Claim shall receive a Distribution with an Estimated Recovery Value equal to the Estimated Recovery Value that such holder would have received on the Effective Date with respect to an Allowed Class 6 Claim of the same principal amount, and (ii) second, the balance of the Subclass 3B Rejecting Bondholder Recovery that remains after making distributions in accordance with clause (i) of this sentence shall be divided as follows: (A) pro rata to each holder of an Allowed Class 6 Claim, additional distributions of Additional Distributable Cash (if any), Excess Distributable Cash (if any), New High Yield Secured Notes and New CPIH Funded Debt, in an amount such that each holder of an Allowed Class 6 Claim will receive the Pro Rata Share of the Settlement Distribution it would have received had all Rejecting Bondholders been Accepting Bondholders; (B) pro-rata to Allowed Subclass 3A Claims, any remaining Cash; and (C) pro-rata among holders of Allowed Subclass 3A Claims and holders of Allowed Class 6 Claims on a ratio of 9 to 1, the remaining balance of the Subclass 3B Rejecting Bondholder Recovery. (c) In the event there are Rejecting Bondholders holding an aggregate amount of Subclass 3B Claims in excess of $10 million, the Reorganizing Debtors shall be obligated after the Confirmation Date to reimburse counsel for the Committee and counsel for the Bondholders Committee for fees and expenses each in an amount up to $250,000 for purposes of enabling continuation of the 9.25% Debentures Adversary Proceeding, subject to approval of such fees and expenses by order of the Court. (d) Without regard to the aggregate amount of Subclass 3B Claims held by Rejecting Bondholders, the $450,000 limitation on the use of cash collateral imposed on the payment of fees to counsel to the Committee in connection with the 9.25% Debentures Adversary Proceeding as set forth in the Stipulation and Consent Order Authorizing Creditors Committee to Use Cash Collateral to Investigate and Prosecute the Adversary Proceeding Filed by the Committee on Behalf of the Debtors with Respect to the Existence of the 9 1/4 Debentureholders Alleged Lien on the Debtors' Assets, Confirming the Entitlement of the Informal Committee and of the Indenture Trustee to Receive Without Risk of Disgorgement Fees and Expenses, and Certain Other Matters (Docket No. 1088) shall no longer apply, and the Confirmation Order shall provide for the Reorganizing Debtors to pay then accrued unpaid fees and expenses incurred by counsel for the Committee in prosecuting the 9.25% Debentures Adversary Proceeding without regard to such prior limitation, subject only to approval of such fees and expenses by order of the Court as part of its review of fees and expenses for all Retained Professionals in these Chapter 11 Cases. (e) In the event there are Rejecting Bondholders holding an aggregate amount of Subclass 3B Claims less than $10 million, the 9.25% Debentures Adversary Proceeding shall be (i) withdrawn with prejudice with respect to the Accepting Bondholders and the Indenture Trustee, and (ii) provided that no holder of a Class 6 Unsecured Claim, or representative thereof, shall file with the Bankruptcy Court a motion for the entry of a scheduling order in connection with the resumption of the 9.25% Debentures Adversary Proceeding within 120 days after the Effective Date, withdrawn without prejudice with respect to the rights, if any, of any holder of an Unsecured Claim to challenge the validity of the Allowed Secured Claims of any such Rejecting Bondholders in their individual capacities; provided, however, that in the event any holder of a Class 6 Unsecured Claim, or representative thereof, challenges the validity of the Allowed Secured Claims of any such Rejecting Bondholders holding an aggregate amount of Subclass 3B Claims of less than $10 million subsequent to the Effective Date, either in the 9.25% Debentures Adversary Proceeding or otherwise, the Reorganized Debtors shall not be obligated to reimburse counsel for such holder of a Class 6 Unsecured Claim, or representative thereof, for any fees or expenses incurred in connection with such challenge; and provided, further, that neither the Bondholders Committee or the Indenture Trustee shall have an obligation to defend or otherwise intervene in any action against any such Rejecting Bondholders (all such obligations of the Indenture Trustee, if any did so exist, being terminated along with the 9.25% Indenture pursuant to Section 6.5 of this Reorganization Plan), and provided that such termination shall not prejudice the prosecution of the 9.25% Debentures Adversary Proceeding against any such Rejecting Bondholders. In connection with any such resumption of the 9.25% Debentures Adversary Proceeding by any holder or holders of Class 6 Unsecured Claims, as herein contemplated, such holder or holders shall be deemed to be the successor in interest to the Committee in all respects, acting on behalf of the Debtors for purposes of prosecuting such 9.25% Debentures Adversary Proceeding. 8.7 Distributions to Allowed Class 6 Claims After the Effective Date. (a) The Disbursing Agent shall have the option, subject to consultation with the Class 6 Representative, to make an interim Distribution (including any Distributions with respect to the Settlement Distribution) to holders of Allowed Class 6 Claims before final resolution with respect to the allowance of all Class 6 Claims, subject to retaining sufficient reserves with respect to any still Disputed Class 6 Claims in accordance with Section 8.4 of this Reorganization Plan. From time to time, the Class 6 Representative shall advise the Disbursing Agent as to the appropriateness of making any such interim Distribution to the holders of Allowed Class 6 Claims. (b) The Class 6 Representative shall designate an escrow agent or depository for the purposes of holding Cash, the CPIH Participation Interest and any proceeds thereof and the interest in the New CPIH Funded Debt for the benefit of holders of Allowed Class 6 Claims prior to such time as the Disbursing Agent makes an interim or final Distribution to holders of Allowed Class 6 Claims. All costs of implementing and maintaining any such depository or escrow arrangement shall be paid for from the proceeds of the Distribution to holders of Allowed Class 6 Claims. 8.8 Release of Funds from Disputed Claims Reserve. If at any time or from time to time after the Effective Date, there shall be Cash or Reorganization Plan Notes in the Disputed Claims Reserve account with respect to Class 6 Claims in an amount in excess of the Reorganizing Debtors' maximum remaining payment obligations to the then existing holders of Disputed Class 6 Claims under this Reorganization Plan, such excess funds, and the Pro Rata Class Share of net interest in respect thereof, shall become available for Distribution to the holders of Allowed Class 6 Claims in accordance with this Reorganization Plan. ARTICLE IX TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 9.1 General Treatment. (a) On the Effective Date, and subject to the provisions of Section 4.5 of this Reorganization Plan, all executory contracts and unexpired leases to which each Reorganizing Debtor listed on Exhibit 9.1A (collectively, the "Rejecting Debtors") is a party shall be deemed rejected, except for any executory contract or unexpired lease of the Rejecting Debtors that (i) has been previously assumed or rejected pursuant to a Final Order of the Court, (ii) is specifically designated as a contract or lease on the Rejecting Debtors' Schedule of Assumed Contracts and Leases, filed as Exhibit 9.1A hereto, as may be amended, (iii) is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Reorganizing Debtors prior to the Confirmation Hearing, or (iv) is an executory contract or lease to which any other Reorganizing Debtor or Non-Debtor Affiliate is counterparty. The Rejecting Debtors expressly reserve the right to add or remove executory contracts and unexpired leases to or from the Rejecting Debtors' Schedule of Assumed Contracts and Leases at any time prior to the Effective Date. (b) On the Effective Date, all executory contracts and unexpired leases to which each Reorganizing Debtor listed on Exhibit 9.1B (collectively, the "Assuming Debtors") is a party shall be deemed assumed, except for any executory contract or unexpired lease of the Assuming Debtors that (i) has been previously assumed or rejected pursuant to a Final Order of the Court, (ii) is specifically designated as a contract or lease on the Assuming Debtors' Schedule of Rejected Contracts and Leases, filed as Exhibit 9.1B hereto, as may be amended, or (iii) is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Reorganizing Debtors prior to the Confirmation Hearing. The Assuming Debtors expressly reserve the right to add or remove executory contracts and unexpired leases to or from the Assuming Debtors' Schedule of Rejected Contracts and Leases at any time prior to the Effective Date. Notwithstanding the foregoing or anything in Section 9.2 of this Reorganization Plan, the assumption of that certain Service Agreement dated as of November 16, 1990, as supplemented and amended, between Northeast Maryland Waste Disposal Authority (the "Authority") and Covanta Montgomery, Inc. is expressly conditioned upon Covanta Montgomery, Inc. providing the Authority with a Guarantor Security Letter of Credit (as defined in the Service Agreement) that meets the requirements of Section 7.3(f) of the Service Agreement and shall be maintained in accordance with the requirements of the Service Agreement. (c) Each executory contract and unexpired lease listed or to be listed on the Rejecting Debtors' Schedule of Assumed Contracts and Leases or the Assuming Debtors' Schedule of Rejected Contracts and Leases (collectively, the "Contract Schedules") shall include modifications, amendments, supplements, restatements or other agreements, including guarantees thereof, made directly or indirectly by any Reorganizing Debtor in any agreement, instrument or other document that in any manner affects such executory contract or unexpired lease, without regard to whether such agreement, instrument or other document is listed on the Contract Schedules. The mere listing of a document on the Contract Schedules shall not constitute an admission by the Reorganizing Debtors that such document is an executory contract or unexpired lease or that the Reorganizing Debtors have any liability thereunder. 9.2 Cure of Defaults. Except to the extent that (i) a different treatment has been agreed to by the nondebtor party or parties to any executory contract or unexpired lease to be assumed pursuant to Section 9.1 of this Reorganization Plan or, (ii) any executory contract or unexpired lease shall have been assumed pursuant to an order of the Court which order shall have approved the cure amounts with respect thereto, the applicable Reorganizing Debtor shall, pursuant to the provisions of sections 1123(a)(5)(G) and 1123(b)(2) of the Bankruptcy Code and consistent with the requirements of section 365 of the Bankruptcy Code, no later than thirty (30) days after the Confirmation Date, file with the Court and serve one or more pleadings listing the cure amounts of all executory contracts or unexpired leases to be assumed, subject to the Reorganizing Debtors right to amend such pleading or pleadings any time prior to thirty (30) days after the Confirmation Date. The parties to such executory contracts or unexpired leases to be assumed by the applicable Reorganizing Debtor shall have fifteen (15) days from service of any such pleading to object to the cure amounts listed by the applicable Reorganizing Debtor. Service of such pleading shall be sufficient if served on the other party to the contract or lease at the address indicated on (i) the contract or lease, (ii) any proof of claim filed by such other party in respect of such contract or lease, or (iii) the Reorganizing Debtors' books and records, including the Schedules; provided, however, that if a pleading served by a Reorganizing Debtor to one of the foregoing addresses is promptly returned as undeliverable, the Reorganizing Debtor shall attempt reservice of the pleading on an alternative address, if any, from the above listed sources. If any objections are filed, the Court shall hold a hearing. Any party failing to object to the proposed cure amount fifteen days following service of the proposed cure amount by the Debtors shall be forever barred from asserting, collecting, or seeking to collect any amounts in excess of the proposed cure amount against the Reorganizing Debtors or Reorganized Debtors. Notwithstanding the foregoing or anything in Section 9.3 of this Reorganization Plan, at all times through the date that is five (5) Business Days after the Court enters an order resolving and fixing the amount of a disputed cure amount, the Reorganizing Debtors shall have the right to reject such executory contract or unexpired lease. 9.3 Approval of Assumption of Certain Executory Contracts. Subject to Sections 9.1 and 9.2 of this Reorganization Plan, the executory contracts and unexpired leases on the Rejecting Debtors' Schedule of Assumed Contracts and the executory contracts and unexpired leases of the Assuming Debtors other than those listed on the Assuming Debtors' Schedule of Rejected Contracts and Leases shall be assumed by the respective Reorganizing Debtors as of the Effective Date. Except as may otherwise be ordered by the Court, the Reorganizing Debtors shall have the right to cause any assumed executory contract or unexpired lease to vest in the Reorganized Debtor designated for such purpose by the Reorganizing Debtors. 9.4 Approval of Rejection of Executory Contracts and Unexpired Leases. Entry of the Confirmation Order shall constitute the approval, pursuant to section 365(a) of the Bankruptcy Code, of the rejection of any executory contracts and unexpired leases to be rejected as and to the extent provided in Section 9.1 of this Reorganization Plan. 9.5 Deemed Consents and Deemed Compliance. (a) Unless a counterparty to an executory contract, unexpired lease, license or permit objects to the applicable Debtor's assumption thereof in writing on or before seven (7) days prior to the Confirmation Hearing, then, unless such executory contract, unexpired lease, license or permit has been rejected by the applicable Debtor or will be rejected by operation of this Reorganization Plan, the Reorganized Debtors shall enjoy all the rights and benefits under each such executory contract, unexpired lease, license and permit without the necessity of obtaining such counterparty's written consent to assumption or retention of such rights and benefits. (b) To the extent that any executory contract or unexpired lease contains a contractual provisions that would require a Reorganizing Debtor or Reorganized Debtor to satisfy any financial criteria or meet any financial condition measured by reference to such Debtor's most recent annual audited financial statements, then upon the assumption of any such executory contract or unexpired lease the Reorganizing Debtors and Reorganized Debtors shall be deemed to be and to remain in compliance with any such contractual provision regarding financial criteria or financial condition (other than contractual requirements to satisfy minimum ratings from ratings agencies) for the period through one year after the Effective Date, and thereafter such financial criteria or financial condition shall be measured by reference to the applicable Debtor's most recent annual audited financial statements. 9.6 Bar Date for Filing Proofs of Claim Relating to Executory Contracts and Unexpired Leases Rejected Pursuant to the Reorganization Plan. Claims arising out of the rejection of an executory contract or unexpired lease pursuant to Section 9.1 of this Reorganization Plan must be filed with the Court no later than the later of (i) twenty (20) days after the Effective Date, and (ii) thirty (30) days after entry of an order rejecting such executory contract or lease. Any Claims not filed within such time period will be forever barred from assertion against any of the applicable Reorganizing Debtors and/or the Estates. 9.7 Survival of Debtors' Corporate Indemnities. Any obligations of any of the Reorganizing Debtors pursuant to the applicable Reorganizing Debtor's corporate charters and bylaws or agreements entered into any time prior to the Effective Date, to indemnify the Specified Personnel, with respect to all present and future actions, suits and proceedings against such Reorganizing Debtor or such Specified Personnel, based upon any act or omission for or on behalf of such Reorganizing Debtor, shall not be discharged or impaired by confirmation of this Reorganization Plan. Such obligations shall be deemed and treated as executory contracts to be assumed by the applicable Reorganizing Debtor pursuant to this Reorganization Plan and deemed to be included on the Rejecting Debtors' Schedule of Assumed Contracts and Leases (to the extent not otherwise assumed), and shall continue as obligations of the applicable Reorganizing Debtor. To the extent a Reorganizing Debtor is entitled to assert a Claim against Specified Personnel (whether directly or derivatively) and such Specified Personnel is entitled to indemnification, such Claim against Specified Personnel is released, waived and discharged. 9.8 Reservation of Rights Under Insurance Policies and Bonds. Nothing in this Reorganization Plan, including the discharge and release of the Reorganizing Debtors as provided in this Reorganization Plan, shall diminish, impair or otherwise affect the enforceability by beneficiaries of (i) any insurance policies that may cover Claims against any Reorganizing Debtors, or (ii) any bonds issued to assure the performance of any Reorganizing Debtors, nor shall anything contained herein constitute or be deemed to constitute a waiver of any cause of action that the Reorganizing Debtors or any entity may hold against any insurers or issuers of bonds under any such policies of insurance or bonds. To the extent any insurance policy or bond is deemed to be an executory contract, such insurance policy or bond shall be deemed assumed in accordance with Article IX of the Reorganization Plan. Notwithstanding the foregoing, the Reorganizing Debtors do not assume any payment or other obligations to any insurers or issuers or bonds, and any agreements or provisions of policies or bonds imposing payment or other obligations upon the Reorganizing Debtors shall only be assumed as provided pursuant to a separate order of the Court. ARTICLE X CONDITIONS PRECEDENT TO THE CONFIRMATION DATE AND THE EFFECTIVE DATE 10.1 Conditions to Confirmation. Each of the following is a condition to the Confirmation Date: (a) the entry of a Final Order finding that the Disclosure Statement contains adequate information pursuant to section 1125 of the Bankruptcy Code; (b) the proposed Confirmation Order shall be in form and substance, reasonably acceptable to the Reorganizing Debtors and the Plan Sponsor; (c) all provisions, terms and conditions hereof are approved in the Confirmation Order; (d) the Confirmation Order shall contain a finding that any Intercompany Claim held by a Reorganizing Debtor, Liquidating Debtor or Heber Debtor is the exclusive property of such Reorganizing Debtor, Liquidating Debtor or Heber Debtor pursuant to section 541 of the Bankruptcy Code; (e) the Confirmation Order shall contain a ruling that each of the Liquidating Debtors Intercompany Claims against (i) the Reorganizing Debtors and any of their respective present or former officers, directors, employees, attorneys, accountants, financial advisors, investment bankers or agents and (ii) the other persons or entities identified in Section 11.10 of this Reorganization Plan will be fully settled and released as of the Effective Date; (f) the Confirmation Order shall contain a ruling that each of the Heber Debtors Intercompany Claims against (i) the Reorganizing Debtors and any of their respective present or former officers, directors, employees, attorneys, accountants, financial advisors, investment bankers or agents and (ii) the other persons or entities identified in Section 11.10 of this Reorganization Plan will be fully settled and released as of the Effective Date; (g) the Confirmation Order shall contain a ruling that each of the Reorganizing Debtors Claims against (i) the other Reorganizing Debtors and any of their respective present or former officers, directors, employees, attorneys, accountants, financial advisors, investment bankers or agents and (ii) the other persons or entities identified in Section 11.10 of this Reorganization Plan, to the extent and only for the periods provided for in Section 11.10 of this Reorganization Plan, will be fully settled and released or, with respect to Claims against the Reorganizing Debtors, treated in accordance with Sections 4.9(b)(II) of this Reorganization Plan; and (g) the confirmation order with respect to the Heber Reorganization Plan shall have become a Final Order in form and substance satisfactory to the Reorganizing Debtors. 10.2 Conditions Precedent to the Effective Date. Each of the following is a condition precedent to the Effective Date of this Reorganization Plan: (a) The Confirmation Order shall: (i) have been entered by the Court and become a Final Order, (ii) be in form and substance satisfactory to the Reorganizing Debtors and the Plan Sponsor, and (iii) provide that the Liquidating Debtors, the Reorganizing Debtors and the Reorganized Debtors are authorized and directed to take all actions necessary or appropriate to enter into, implement and consummate the contracts, instruments, releases, leases, indentures and other agreements or documents created in connection with the Liquidation Plan and the Reorganization Plan; (b) The conditions precedent to the Effective Date of the Liquidation Plan shall have been satisfied or waived in accordance with the terms and provisions of the Liquidation Plan including, but not limited to the transfer of the Liquidation Assets to the Liquidating Trust (as such terms are defined in the Liquidation Plan); (c) The conditions precedent to the Effective Date of the Heber Reorganization Plan shall have been satisfied or waived in accordance with the terms and provisions of the Heber Reorganization Plan. All conditions precedent to the closing of the Geothermal Sale or an alternative sale of some or all of the Heber Debtors or their assets shall have been satisfied; (d) The conditions precedent to closing under the Investment and Purchase Agreement shall have been satisfied or waived in accordance with the terms and provisions thereof; (e) All regulatory approval necessary or desirable to effectuate the Reorganization Plan and the transactions contemplated hereunder shall have been obtained; (f) Subject to Section 6.8(c), the equity securities of all the Reorganized Debtors other than Reorganized Covanta shall have been deemed to revert to ownership by the same entity by which they were held prior to the applicable Petition Date; (g) The Exit Financing Agreements shall (i) be substantially in the form attached to the Investment and Purchase Agreement and (ii) have been executed and delivered by the parties thereto, and shall be in full force and effect in accordance with the terms thereof; (h) The Reorganized Debtors shall have sufficient Cash to make payment or establish reserves with respect to Exit Costs in accordance with the definition for such term in this Reorganization Plan; (i) All documents, instruments and agreements provided for under, or necessary to implement, this Reorganization Plan shall have been executed and delivered by the parties thereto, in form and substance satisfactory to the Reorganizing Debtors and the Plan Sponsor, unless such execution or delivery has been waived by the parties benefited thereby. 10.3 Waiver of Conditions. The Reorganizing Debtors, with the prior written consent of the Plan Sponsor, may waive any of the foregoing conditions set forth in Section 10.1 or Section 10.2 of this Reorganization Plan without leave of or notice to the Court and without any formal action other than proceeding with confirmation of this Reorganization Plan or emergence from bankruptcy. 10.4 Failure to Satisfy or Waiver of Conditions Precedent. In the event that any or all of the conditions specified in Section 10.1 or 10.2 of this Reorganization Plan have not been satisfied or waived in accordance with the provisions of this Article X on or before June 30, 2004 (which date may be extended by the Reorganizing Debtors with the prior written consent of the Plan Sponsor, and upon notification submitted by the Reorganizing Debtors to the Court), (a) the Confirmation Order shall be vacated, (b) no distributions under the Reorganization Plan shall be made, (c) the Reorganizing Debtors and all holders of Claims and Equity Interests shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though such date never occurred, and (d) all the Reorganizing Debtors' respective obligations with respect to the Claims and Equity Interests shall remain unchanged and nothing contained herein or in the Disclosure Statement shall be deemed an admission or statement against interest or to constitute a waiver or release of any claims by or against any Reorganizing Debtor or any other Person or to prejudice in any manner the rights of any Reorganizing Debtor or any Person in any further proceedings involving any Reorganizing Debtor or Person. ARTICLE XI EFFECT OF CONFIRMATION 11.1 Revesting of Assets. Upon the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, except for leases and executory contracts that have not yet been assumed or rejected (which leases and contracts shall be deemed vested when and if assumed), all property of each Reorganizing Debtor's Estate shall vest in the applicable Reorganized Debtor free and clear of all Claims, Liens, encumbrances, charges and other interests, except as provided herein or pursuant to any of the Plan Documents. Each Reorganized Debtor may operate its businesses and may use, acquire and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code, except as provided herein. 11.2 Discharge of Claims and Cancellation of Equity Interests. Except as otherwise provided herein or in the Confirmation Order, the rights afforded in this Reorganization Plan and the entitlement to receive payments and distributions to be made hereunder shall discharge all existing Claims and Interests, of any kind, nature or description whatsoever against or in each of the Reorganizing Debtors or any of their assets or properties to the fullest extent permitted by section 1141 of the Bankruptcy Code. Except as provided in this Reorganization Plan, on the Effective Date, all existing Claims against each of the Reorganizing Debtors and Equity Interests in the Reorganizing Debtors shall be, and shall be deemed to be, discharged or canceled and each holder (as well as trustees and agents on behalf of all such holders) of a Claim or Equity Interest shall be precluded and enjoined from asserting against the Reorganized Debtors, or any of their assets or properties, any Claim or Equity Interest based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Confirmation Date, whether or not (i) such holder has filed a Proof of Claim or Equity Interest, (ii) a Claim based on such Claim or Equity Interest is Allowed, or (iii) the holder of the Claim or Equity Interest has accepted the Reorganization Plan. 11.3 Discharge of Reorganizing Debtors. Upon the Effective Date and in consideration of the distributions to be made hereunder, except as otherwise expressly provided herein, each holder (as well as any trustees and agents on behalf of each holder) of a Claim or Equity Interest of such holder shall be deemed to have forever waived, released and discharged each of the Reorganizing Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code, of and from any and all Claims, Equity Interests, rights and liabilities (other than the right to enforce the Reorganizing Debtors' or Reorganized Debtors' obligations hereunder or under the Plan Documents) that arose prior to the Confirmation Date, whether existing in law or equity, whether based on fraud, contract or otherwise, liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, whether based in whole or in part on any act, omission or occurrence taking place on or before the Confirmation Date; provided, that such discharge shall not affect the liability of any other entity to, or the property of any other entity encumbered to secure payment to, the holder of any such Claim or Equity Interest, except as otherwise provided in the Reorganization Plan; and provided, further, that such discharge shall not encompass the Heber Debtors' or the Reorganizing Debtors obligations under the Heber Reorganization Plan or the Liquidating Trustee's obligations under the Liquidating Plan. Upon the Effective Date, all such persons shall be forever precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from prosecuting or asserting any such discharged Claim against or canceled Equity Interest in each of the Reorganizing Debtors. 11.4 Binding Effect. Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code, on and after the Confirmation Date, and subject to the Effective Date, the provisions of this Reorganization Plan shall bind all present and former holders of a Claim against, or Equity Interest in, the applicable Reorganizing Debtor and its respective successors and assigns, whether or not the Claim or Equity Interest of such holder is Impaired under this Reorganization Plan and whether or not such holder has filed a Proof of Claim or Equity Interest or accepted this Reorganization Plan. 11.5 Term of Injunctions or Stays. Unless otherwise provided herein, all injunctions or stays arising under section 105 or 362 of the Bankruptcy Code, any order entered during the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the later of the Effective Date and the date indicated in such order. 11.6 Injunction Against Interference with Plan. Upon the entry of the Confirmation Order, all holders of Claims and Equity Interests and other parties in interest, along with their respective present and former employees, agents, officers, directors and principals, shall be enjoined from taking any actions to interfere with the implementation or consummation of this Reorganization Plan. 11.7 Exculpation. (a) Notwithstanding anything herein to the contrary, as of the Effective Date, none of (i) the Reorganizing Debtors, Reorganized Debtors, or their respective officers, directors and employees, (ii) the Specified Personnel, (iii) the Committee and any subcommittee thereof, (iv) the Agent Banks, the DIP Agents, the steering committee for the holders of the Secured Bank Claims and the Bondholders Committee, (v) the accountants, financial advisors, investment bankers, Disbursing Agents and attorneys for the Reorganizing Debtors or Reorganized Debtors, (vi) the Plan Sponsor, (vii) the Investors and (viii) the directors, officers, employees, partners, members, agents, representatives, accountants, financial advisors, investment bankers, attorneys or affiliates for any of the persons or entities described in (i), (iii), (iv),(v), (vi) or (vii) of this Section 11.7 shall have or incur any liability to any holder of a Claim or an Interest, or any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of the commencement or conduct of the Chapter 11 Cases; the liquidations of the Liquidating Debtors listed on Exhibit 2 hereto; formulating, negotiating or implementing the Reorganization Plan and the Heber Reorganization Plan; formulating, negotiating, consummation or implementing the Investment and Purchase Agreement (except, with respect to the Plan Sponsor and the Investors, as explicitly provided pursuant to the Investment and Purchase Agreement); formulating, negotiating or implementing the Geothermal Sale under the Heber Reorganization Plan; the solicitation of acceptances of the Reorganization Plan and the Heber Reorganization Plan; the pursuit of confirmation of the Reorganization Plan and the Heber Reorganization Plan; the confirmation, consummation or administration of the Reorganization Plan and the Heber Reorganization Plan or the property to be distributed under the Reorganization Plan and the Heber Reorganization Plan, except for their gross negligence or willful misconduct, and in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Reorganization Plan. Nothing in this Section 11.7 shall limit the liability or obligation of an issuer of a letter of credit to the beneficiary of such letter of credit or obligations of the Plan Sponsor under the Investment and Purchase Agreement. (b) Notwithstanding any other provision of this Reorganization Plan, no holder of a Claim or Interest, no other party in interest, none of their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, and no successors or assigns of the foregoing, shall have any right of action against any Debtor, Reorganizing Debtor, Reorganized Debtor, Liquidating Debtor, Heber Debtor, Specified Personnel, the Creditors' Committee and any subcommittee thereof, the Agent Banks, the DIP Agents and the steering committee for the holders of the Secured Bank Claims, the Bondholders Committee, the Plan Sponsor, the Investors, the Disbursing Agents, nor any statutory committee, nor any of their respective present or former members, officers, directors, employees, advisors or attorneys, for any or omission in connection with, related to, or arising out of, the Chapter 11 Cases, formulating, negotiating or implementing this Reorganization Plan, formulating, negotiating, consummating or implementing the Investment and Purchase Agreement (except, with respect to the Plan Sponsor and the Investors, as explicitly provided pursuant to the Investment and Purchase Agreement), solicitation of acceptances of this Reorganization Plan, the pursuit of confirmation of this Reorganization Plan, the confirmation, consummation or administration of this Reorganization Plan or the property to be distributed hereunder, except for gross negligence or willful misconduct. (c) Nothing in this section 11.7 of the Reorganization Plan shall (i) be construed to exculpate any entity from liability with respect to an act or omission to the extent that such act or omission is determined by a Final Order to have constituted fraud, gross negligence, willful misconduct, criminal conduct or misuse of confidential information that causes damages, or (ii) to the extent applicable, limit the liability of the professionals representing the Debtors, the Reorganized Debtors, the Creditors' Committee, the Bondholders Committee, the Indenture Trustee or the Agent Banks to their respective clients pursuant to DR 6-102 of the New York Code of Professional Responsibility. 11.8 Rights of Action. (a) On and after the Effective Date, and except as may otherwise be agreed to by the Reorganizing Debtors or as provided in this Reorganization Plan, the Reorganized Debtors will retain and have the exclusive right to enforce any and all present or future rights, claims or causes of action against any Person (other than holders of Unsecured Claims against the Reorganizing Debtors, the Agent Banks, the Prepetition Lenders, the DIP Lenders, the DIP Agents and the holders of the 9.25% Debentures) and rights of the Reorganizing Debtors that arose before or after the applicable Petition Date, and asserting any rights of counterclaim and set-off, as discussed further below, including, but not limited to, rights, claims, causes of action, avoiding powers, suits and proceedings arising under sections 544, 545, 548, 549, 550 and 553 of the Bankruptcy Code. The Reorganized Debtors may pursue, abandon, settle or release any or all such rights of action, as they deem appropriate, without the need to obtain approval or any other or further relief from the Court. The Reorganized Debtors may, in their discretion, offset any such claim held against a Person against any payment due such Person under this Reorganization Plan; provided, however, that any claims of any of the Reorganizing Debtors arising before the applicable Petition Date shall first be offset against Claims against any of the Reorganized Debtors arising before the applicable Petition Date. (b) On and after the Effective Date, the counsel for the Committee shall serve as Class 6 Counsel for purpose of evaluating the Class 6 Litigation Claims. The Class 6 Counsel shall have the exclusive right to enforce any such Class 6 Litigation Claim as it deems appropriate to be brought, subject only to the written consent of the Plan Sponsor, which shall not be unreasonably withheld. On and after the Effective Date, the Reorganizing Debtors shall be responsible for payment of reasonable legal fees and expenses to the Class 6 Counsel incurred in connection with the evaluation and enforcement of any such Class 6 Litigation Claims in an amount up to $150,000, subject to order of the Court; provided, however, that reasonable fees and expenses incurred by the Class 6 Counsel in excess of $150,000 may be recovered, subject to order of the Court, from the proceeds of any settlement or recoveries received in connection with any such Class 6 Litigation Claim. 11.9 Injunction. Upon the Effective Date with respect to the Reorganization Plan and except as otherwise provided herein or in the Confirmation Order, all persons who have held, hold, or may hold Claims against or Equity Interests in the Reorganizing Debtors, Heber Debtors or Liquidating Debtors, and all other parties in interest in the Chapter 11 Cases, along with their respective present or former employees, agents, officers, directors or principals, shall be permanently enjoined on and after the Effective Date from directly or indirectly (i) commencing or continuing in any manner any action or other proceeding of any kind to collect or recover any property on account of any such Claim or Equity Interest against any such Reorganizing Debtor, Reorganized Debtors, or Person entitled to exculpation under Section 11.7 hereof, (ii) enforcing, attaching, collecting or recovering by any manner or means of any judgment, award, decree, or order to collect or recover any property on account of any such Claim or Equity Interest against any such Reorganizing Debtor or Reorganized Debtors, the Plan Sponsor, Disbursing Agent or the Investors, (iii) creating, perfecting, or enforcing any encumbrance of any kind against any such Reorganizing Debtor or Reorganized Debtor, the Plan Sponsor, Disbursing Agent or the Investors on account of such Claim or Equity Interest, (iv) except for recoupment, asserting any right of setoff or subrogation of any kind against any obligation due any such Reorganizing Debtor or Reorganized Debtor or against the property or interests in property of any such Reorganizing Debtor or Reorganized Debtor on account of any such Claim or Equity Interest, (v) commencing or continuing any action against the Reorganized Debtors, the Plan Sponsor, any Disbursing Agent or the Investors in any manner or forum in respect of such Claim or Equity Interest that does not comply or is inconsistent with the Reorganization Plan, and (vi) taking any actions to interfere with the implementation or consummation of this Reorganization Plan; provided that nothing herein shall prohibit any holder of a Claim from prosecuting a properly completed and filed proof of claim in the Chapter 11 Cases; further, provided, that nothing in this Section 11.9 shall prevent any beneficiary under a letter of credit issued in connection with claims against or obligations of the Reorganizing Debtors or the Liquidating Debtors from taking the actions necessary to make a demand or draw under such letter of credit and nothing in this Section 11.9 shall limit the liability or obligation of the issuer of such letter of credit. In no event shall the Reorganized Debtors or any Person entitled to exculpation under Section 11.7 hereof have any liability or obligation for any Claim against or Equity Interest in any of the Reorganizing Debtors arising prior to the Effective Date, other than in accordance with the provisions of this Reorganization Plan. In addition, except as otherwise provided in this Reorganization Plan or the Confirmation Order, on and after the Effective Date, any individual, firm, corporation, limited liability company, partnership, company, trust or other entity, including any successor of such entity, shall be permanently enjoined from commencing or continuing in any manner, any litigation against the Reorganized Debtors or any Person entitled to exculpation under Section 11.7 hereof on account of or in respect of any matter subject to the exculpation provision set forth in Section 11.7 hereof, including, without limitation, in respect of the Reorganizing Debtors' prepetition liabilities or other liabilities satisfied pursuant to this Reorganization Plan. By directly or indirectly accepting Distributions pursuant to this Reorganization Plan, each holder of an Allowed Claim or Allowed Equity Interest receiving Distributions pursuant to the Reorganization Plan will be deemed to have specifically consented to the injunctions set forth in this Section 11.9. 11.10 Release. As of the Effective Date, the Reorganizing Debtors, on behalf of themselves and their Estates, shall be deemed to release unconditionally all claims, obligations, suits, judgments, damages, rights, causes of action, and liabilities whatsoever, against the Liquidating Debtors, the Heber Debtors, the Plan Sponsor, the Investors and the Liquidating Debtors', Heber Debtors', Plan Sponsors' and Reorganizing Debtors' respective present or former officers, directors, employees, partners, members, advisors, attorneys, financial advisors, accountants, investment bankers and other professionals, and the Committee's, the steering committee for the holders of the Secured Bank Claims and the Bondholders Committee's members, advisors, attorneys, financial advisors, investment bankers, accountants and other professionals, in each case whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken with respect to any omission, transaction, event, or other occurrence taking place on or prior to the Effective Date in any way relating to the Reorganizing Debtors, the Liquidating Debtors, the Heber Debtors, and the Plan Sponsor, the Investors, the Chapter 11 Cases, the Heber Reorganization Plan, the Liquidation Plan, the Investment and Purchase Agreement or the Reorganization Plan; provided that, the release granted pursuant to this Section 11.10 shall in no way effect or release the Claims arising prior to the respective Petition Dates, if any, of holders of the Debtors' public securities against parties other than the Reorganizing Debtors; and further provided that nothing in this Reorganization Plan shall effect a release in favor of any Person other than the Reorganizing Debtors with respect to any debt owed to the United States Government or any regulatory agency thereof, any state, city or municipality for any liability of such Person arising under (i) the Internal Revenue Code, or any state, city or municipal tax code, (ii) the environmental laws of the United States, any state, city or municipality, (iii) any criminal laws of the United States, any state, city or municipality, or (iv) any liability arising under federal securities laws; and further provided that, with respect to the Plan Sponsor and the Investors, nothing herein shall release the Plan Sponsor or the Investors with respect to obligations pursuant to their contractual obligations under the Investment and Purchase Agreement and the documents executed in connection therewith or as specifically provided pursuant to this Reorganization Plan; and further provided that, with respect to any party to the Exit Financing Agreements, nothing herein shall release any such parties with respect to obligations pursuant to their contractual obligations, if any, under the Exit Financing Agreements or as otherwise provided pursuant to this Reorganization Plan. ARTICLE XII RETENTION OF JURISDICTION 12.1 Jurisdiction of Court. The Court shall retain exclusive jurisdiction of all matters arising under, arising out of, or related to, the Chapter 11 Cases and this Reorganization Plan pursuant to, and for the purposes of, sections 105(a) and 1142 of the Bankruptcy Code and for, among other things, the following non-exclusive purposes: (a) to determine the allowance or classification of Claims and to hear and determine any objections thereto; (b) to hear and determine any motions for the assumption, assumption and assignment or rejection of executory contracts or unexpired leases, and the allowance of any Claims resulting therefrom; (c) to determine any and all motions, adversary proceedings, applications, contested matters and other litigated matters in connection with the Chapter 11 Cases that may be pending in the Court on, or initiated after, the Effective Date; (d) to enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified, or vacated; (e) to issue such orders in aid of the execution, implementation and consummation of this Reorganization Plan to the extent authorized by section 1142 of the Bankruptcy Code or otherwise; (f) to construe and take any action to enforce this Reorganization Plan; (g) to reconcile any inconsistency in any order of the Court, including, without limitation, the Confirmation Order; (h) to modify the Reorganization Plan pursuant to section 1127 of the Bankruptcy Code, or to remedy any apparent non-material defect or omission in this Reorganization Plan, or to reconcile any non-material inconsistency in the Reorganization Plan so as to carry out its intent and purposes; (i) to hear and determine all applications for compensation and reimbursement of expenses of professionals under sections 330, 331, and 503(b) of the Bankruptcy Code; (j) to determine any other requests for payment of Priority Tax Claims, Priority Non-Tax Claims or Administrative Expense Claims; (k) to hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of this Reorganization Plan; (l) to hear and determine all matters relating to the 9.25% Debentures Adversary Proceeding, including any disputes arising in connection with the interpretation, implementation or enforcement of any settlement agreement related thereto; (m) to consider and act on the compromise and settlement or payment of any Claim against the Reorganizing Debtors; (n) to recover all assets of Reorganizing Debtors and property of the Estates, wherever located; (o) to determine all questions and disputes regarding title to the assets of the Reorganizing Debtors or their Estates; (p) to issue injunctions, enter and implement other orders or to take such other actions as may be necessary or appropriate to restrain interference by any entity with the consummation, implementation or enforcement of the Reorganization Plan or the Confirmation Order; (q) to remedy any breach or default occurring under this Reorganization Plan; (r) to resolve and finally determine all disputes that may relate to, impact on or arise in connection with, this Reorganization Plan; (s) to hear and determine matters concerning state, local, and federal taxes for any period of time, including, without limitation, pursuant to sections 346, 505, 1129 and 1146 of the Bankruptcy Code (including any requests for expedited determinations under section 505(b) of the Bankruptcy Code filed, or to be filed, with respect to tax returns for any and all taxable periods ending after each of the applicable Petition Dates through, and including, the final Distribution Date); (t) to determine such other matters and for such other purposes as may be provided in the Confirmation Order; (u) to hear any other matter consistent with the provisions of the Bankruptcy Code; and (v) to enter a final decree closing the Chapter 11 Cases. ARTICLE XIII MISCELLANEOUS PROVISIONS 13.1 Deletion of Classes and Subclasses. Any class or subclass of Claims that does not contain as an element thereof an Allowed Claim or a Claim temporarily allowed under Bankruptcy Rule 3018 as of the date of the commencement of the Confirmation Hearing shall be deemed deleted from this Reorganization Plan for purposes of voting to accept or reject this Reorganization Plan and for purposes of determining acceptance or rejection of this Reorganization Plan by such class or subclass under section 1129(a)(8) of the Bankruptcy Code. 13.2 Dissolution of the Committee. On the Effective Date, the Committee shall be dissolved and the members thereof shall be released and discharged of and from all further authority, duties, responsibilities, and obligations related to and arising from and in connection with the Chapter 11 Cases, and the retention or employment of the Committee's attorneys, accountants, and other agents, shall terminate except as otherwise expressly authorized pursuant to this Reorganization Plan. 13.3 Effectuating Documents and Further Transactions. The chief executive officer of each of the Reorganizing Debtors, or his or her designee, shall be authorized to execute, deliver, file, or record such contracts, instruments, releases and other agreements or documents and take such actions on behalf of the Reorganizing Debtors as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Reorganization Plan, without any further action by or approval of the Board of Directors or other governing body of the Reorganizing Debtors. 13.4 Payment of Statutory Fees. All fees payable pursuant to section 1930 of Title 28 of the United States Code shall be paid through the entry of a final decree closing these cases. Unless relieved of any of the obligation to pay the United States Trustee Fees by further order of the Court, the Reorganizing Debtors or Reorganized Debtors shall timely pay the United States Trustee Fees, and after the Confirmation Date, the Reorganized Debtors shall file with the Court and serve on the United States Trustee a quarterly disbursement report for each quarter, or portion thereof, until a final decree closing the Chapter 11 Cases has been entered, or the Chapter 11 Cases dismissed or converted to another chapter, in a format prescribed by and provided by the United States Trustee. 13.5 Modification of Plan. Subject to the provisions of the DIP Financing Agreement and Section 5.5 of this Reorganization Plan, the Reorganizing Debtors reserve the right: (i) in accordance with the Bankruptcy Code and the Bankruptcy Rules, to amend or modify this Reorganization Plan at any time prior to the entry of the Confirmation Order; provided, however, that any such amendment or modification shall require the prior written consent of the Plan Sponsor, (ii) to alter, amend, modify, revoke or withdraw the Reorganization Plan as it applies to any particular Reorganizing Debtor on or prior to the Confirmation Date; and (iii) to seek confirmation of the Reorganization Plan or a separate reorganization plan with substantially similar terms with respect to only certain of the Reorganized Debtors, and to alter, amend, modify, revoke or withdraw the Reorganization Plan, in whole or in part, for such purpose. Addtionally, the Reorganizing Debtors reserve their rights to redesignate Debtors as Reorganizing Debtors or Liquidating Debtors at any time prior to ten (10) days prior to the Confirmation Hearing. Holders of Claims or Equity Interests who are entitled to vote on the Reorganization Plan or Liquidation Plan and who are affected by any such redesignation shall have five (5) days from the notice of such redesignation to vote to accept or reject the Reorganization Plan or the Liquidation Plan, as the case may be. The Reorganizing Debtors also reserve the right to withdraw prior to the Confirmation Hearing one or more Reorganizing Debtors from the Reorganization Plan, and to thereafter file a plan solely with respect to such Debtor or Debtors. After the entry of the Confirmation Order, the Reorganizing Debtors may, upon order of the Court, amend or modify this Reorganization Plan, in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in this Reorganization Plan in such manner as may be necessary to carry out the purpose and intent of this Reorganization Plan. A holder of an Allowed Claim or Allowed Equity Interest that is deemed to have accepted this Reorganization Plan shall be deemed to have accepted this Reorganization Plan as modified if the proposed modification does not materially and adversely change the treatment of the Claim or Equity Interest of such holder. 13.6 Courts of Competent Jurisdiction. If the Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising out of this Reorganization Plan, such abstention, refusal or failure of jurisdiction shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction by any other Court having competent jurisdiction with respect to such matter. 13.7 Exemption From Transfer Taxes. Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of notes or equity securities under or in connection with the Reorganization Plan, the creation of any mortgage, deed of trust or other security interest, the making or assignment of any lease or sublease, or the making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Reorganization Plan, including any merger agreements or agreements of consolidation, deeds, bills of sale or assignments executed in connection with any of the transactions contemplated under the Reorganization Plan, shall not be subject to any stamp, real estate transfer, mortgage recording or other similar tax. 13.8 Rules of Construction. For purposes of this Reorganization Plan, the following rules of interpretation apply: (a) The words "herein," "hereof," "hereto," "hereunder" and others of similar import refer to this Reorganization Plan as a whole and not to any particular Section, subsection, or clause contained in this Reorganization Plan; (b) Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter; (c) Any reference in this Reorganization Plan to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (d) Any reference in this Reorganization Plan to an existing document or exhibit filed or to be filed means such document or exhibit, as it may have been or may be amended, modified or supplemented; (e) Unless otherwise specified, all references in this Reorganization Plan to Sections, Articles, Schedules and Exhibits are references to Sections, Articles, Schedules and Exhibits of or to this Reorganization Plan; (f) Captions and headings to Articles and Sections are inserted for convenience of reference only are not intended to be a part of or to affect the interpretation of this Reorganization Plan; and (g) Unless otherwise expressly provided, the rules of construction set forth in section 102 of the Bankruptcy Code and in the Bankruptcy Rules shall apply to this Reorganization Plan. 13.9 Computation of Time. In computing any period of time prescribed or allowed by this Reorganization Plan, unless otherwise expressly provided, the provisions of Bankruptcy Rule 9006 shall apply. 13.10 Successors and Assigns. The rights, benefits and obligations of any entity named or referred to in the Reorganization Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such entity. 13.11 Notices. Any notices to or requests of the Reorganizing Debtors by parties in interest under or in connection with this Reorganization Plan shall be in writing and served either by (a) certified mail, return receipt requested, postage prepaid, (b) hand delivery, or (c) reputable overnight delivery service, all charges prepaid, and shall be deemed to have been given when received by the following parties: (a) if to the Reorganizing Debtors: Covanta Energy Corporation c/o CLEARY GOTTLIEB STEEN & HAMLTON One Liberty Plaza New York, New York 10006 Attn: Deborah M. Buell, Esq. James L. Bromley, Esq. And Covanta Energy Corporation c/o JENNER & BLOCK, LLC One IBM Plaza Chicago, Illinois 60611-7603 Attn: Vincent E. Lazar, Esq. (b) if to the Plan Sponsor: Danielson Holding Corporation 2 North Riverside Plaza Suite 600 Chicago, Illinois 60606 Attn: Philip Tinkler And Skadden, Arps, Slate, Meagher & Flom (Illinois) 333 W. Wacker Drive Suite 2100 Chicago, Illinois 60606 Attn: Timothy R. Pohl, Esq. 13.12 Severability. If, prior to the Confirmation Date, any term or provision of this Reorganization Plan is determined by the Court to be invalid, void or unenforceable, the Court will have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Reorganization Plan will remain in full force and effect and will in no way be affected, impaired or invalidated by such holding alteration or interpretation. The Confirmation Order will constitute a judicial interpretation that each term and provision of this Reorganization Plan, as it may have been altered or interpreted in accordance with the forgoing, is valid and enforceable pursuant to its terms. Additionally, if the Court determines that the Reorganization Plan, as it applies to any particular Reorganizing Debtor, is not confirmable pursuant to section 1129 of the Bankruptcy Code (and cannot be altered or interpreted in a way that makes it confirmable), such determination shall not limit or affect (a) the confirmability of the Reorganization Plan as it applies to any other Reorganizing Debtor or (b) the Reorganizing Debtors' ability to modify the Reorganization Plan, as it applies to any particular Reorganizing Debtor, to satisfy the confirmation requirements of section 1129 of the Bankruptcy Code. 13.13 Governing Law. Except to the extent the Bankruptcy Code or Bankruptcy Rules are applicable, the rights and obligations arising under this Reorganization Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. 13.14 Exhibits. All Exhibits and Schedules to this Reorganization Plan are incorporated into and are a part of this Reorganization Plan as if set forth in full herein. 13.15 Counterparts. This Reorganization Plan may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Dated: March 2, 2004 COVANTA ENERGY CORPORATION By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ACQUISITION, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ALEXANDRIA/ARLINGTON, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA BABYLON, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA BESSEMER, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA BRISTOL, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA CUNNINGHAM ENVIRONMENTAL SUPPORT, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ENERGY AMERICAS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ENERGY CONSTRUCTION, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ENERGY GROUP, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ENERGY INTERNATIONAL, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ENERGY RESOURCE CORP. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ENERGY SERVICES, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ENERGY WEST, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ENGINEERING SERVICES, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA FAIRFAX, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA GEOTHERMAL OPERATIONS HOLDINGS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA GEOTHERMAL OPERATIONS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HEBER FIELD ENERGY, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HENNEPIN ENERGY RESOURCE CO., L.P. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HILLSBOROUGH, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HONOLULU RESOURCE RECOVERY VENTURE By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HUNTINGTON LIMITED PARTNERSHIP By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HUNTINGTON RESOURCE RECOVERY ONE CORP. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HUNTINGTON RESOURCE RECOVERY SEVEN CORP. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HUNTSVILLE, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HYDRO ENERGY, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HYDRO OPERATIONS WEST, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA HYDRO OPERATIONS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA IMPERIAL POWER SERVICES, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA INDIANAPOLIS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA KENT, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA LANCASTER, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA LEE, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA LONG ISLAND, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA MARION LAND CORP. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA MARION, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA MID-CONN, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA MONTGOMERY, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA NEW MARTINSVILLE HYDRO-OPERATIONS CORP. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA OAHU WASTE ENERGY RECOVERY, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ONONDAGA FIVE CORP. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ONONDAGA FOUR CORP. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ONONDAGA LIMITED PARTNERSHIP By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ONONDAGA OPERATIONS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ONONDAGA THREE CORP. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ONONDAGA TWO CORP. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA ONONDAGA, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA OPERATIONS OF UNION, LLC By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA OPW ASSOCIATES, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA OPWH, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA PASCO, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA PLANT SERVICES OF NEW JERSEY, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA POWER DEVELOPMENT OF BOLIVIA, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA POWER DEVELOPMENT, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA POWER EQUITY CORP. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA POWER INTERNATIONAL HOLDINGS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA PROJECTS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA PROJECTS OF HAWAII, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA PROJECTS OF WALLINGFORD, L.P. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA RRS HOLDINGS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA SECURE SERVICES, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA SIGC GEOTHERMAL OPERATIONS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA STANISLAUS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA SYSTEMS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA UNION, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA WALLINGFORD ASSOCIATES, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA WASTE TO ENERGY OF ITALY, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA WASTE TO ENERGY, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA WATER HOLDINGS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA WATER SYSTEMS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- COVANTA WATER TREATMENT SERVICES, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- DSS ENVIRONMENTAL, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- ERC ENERGY II, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- ERC ENERGY, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- HEBER FIELD ENERGY II, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- HEBER LOAN PARTNERS By: /s/ Jeffrey R. Horowitz ----------------------------------------------- OPI QUEZON, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- THREE MOUNTAIN OPERATIONS, INC. By: /s/ Jeffrey R. Horowitz ----------------------------------------------- THREE MOUNTAIN POWER, LLC By: /s/ Jeffrey R. Horowitz ----------------------------------------------- EXHIBIT 1 TO REORGANIZATION PLAN SCHEDULE OF REORGANIZING DEBTORS Operating Company Debtors Debtor Case Number Covanta Alexandria/Arlington, Inc. 02-40929 (CB) Covanta Babylon, Inc. 02-40928 (CB) Covanta Bessemer, Inc. 02-40862 (CB) Covanta Bristol, Inc. 02-40930 (CB) Covanta Cunningham Environmental Support, Inc. 02-40863 (CB) Covanta Energy Americas, Inc. 02-40881 (CB) Covanta Energy Construction, Inc. 02-40870 (CB) Covanta Energy Resource Corp. 02-40915 (CB) Covanta Engineering Services, Inc. 02-40898 (CB) Covanta Fairfax, Inc. 02-40931 (CB) Covanta Geothermal Operations, Inc. 02-40872 (CB) Covanta Heber Field Energy, Inc. 02-40893 (CB) Covanta Hennepin Energy Resource Co., L.P. 02-40906 (CB) Covanta Hillsborough, Inc. 02-40932 (CB) Covanta Honolulu Resource Recovery Venture 02-40905 (CB) Covanta Huntington Limited Partnership 02-40916 (CB) Covanta Huntington Resource Recovery One Corp. 02-40919 (CB) Covanta Huntington Resource Recovery Seven Corp. 02-40920 (CB) Covanta Huntsville, Inc. 02-40933 (CB) Covanta Hydro Energy, Inc. 02-40894 (CB) Covanta Hydro Operations West, Inc. 02-40875 (CB) Covanta Hydro Operations, Inc. 02-40874 (CB) Covanta Imperial Power Services, Inc. 02-40876 (CB) Covanta Indianapolis, Inc. 02-40934 (CB) Covanta Kent, Inc. 02-40935 (CB) Covanta Lancaster, Inc. 02-40937 (CB) Covanta Lee, Inc. 02-40938 (CB) Covanta Long Island, Inc. 02-40917 (CB) Covanta Marion Land Corp. 02-40940 (CB) Covanta Marion, Inc. 02-40939 (CB) Covanta Mid-Conn, Inc. 02-40911 (CB) Covanta Montgomery, Inc. 02-40941 (CB) Covanta New Martinsville Hydro-Operations Corp. 02-40877 (CB) Covanta Oahu Waste Energy Recovery, Inc. 02-40912 (CB) Covanta Onondaga Five Corp. 02-40926 (CB) Covanta Onondaga Four Corp. 02-40925 (CB) Covanta Onondaga Limited Partnership 02-40921 (CB) Covanta Onondaga Operations, Inc. 02-40927 (CB) Covanta Onondaga Three Corp. 02-40924 (CB) Covanta Onondaga Two Corp. 02-40923 (CB) Covanta Onondaga, Inc. 02-40922 (CB) Covanta Operations of Union, LLC 02-40909 (CB) Covanta OPW Associates, Inc. 02-40908 (CB) Covanta OPWH, Inc. 02-40907 (CB) Covanta Pasco, Inc. 02-40943 (CB) Covanta Projects of Hawaii, Inc. 02-40913 (CB) Covanta Projects of Wallingford, L.P. 02-40903 (CB) Covanta Secure Services, Inc. 02-40901 (CB) Covanta SIGC Geothermal Operations, Inc. 02-40883 (CB) Covanta Stanislaus, Inc. 02-40944 (CB) Covanta Union, Inc. 02-40946 (CB) Covanta Wallingford Associates, Inc. 02-40914 (CB) Covanta Waste to Energy of Italy, Inc. 02-40902 (CB) Covanta Water Treatment Services, Inc. 02-40868 (CB) DSS Environmental, Inc. 02-40869 (CB) ERC Energy II, Inc. 02-40890 (CB) ERC Energy, Inc. 02-40891 (CB) Heber Field Energy II, Inc. 02-40892 (CB) Heber Loan Partners 02-40889 (CB) OPI Quezon, Inc. 02-40860 (CB) Three Mountain Operations, Inc. 02-40879 (CB) Three Mountain Power, LLC 02-40880 (CB) Covanta and Intermediate Holding Company Debtors Debtor Case Number Covanta Acquisition, Inc. 02-40861(CB) Covanta Energy Corporation 02-40841(CB) Covanta Energy Group, Inc. 03-13707(CB) Covanta Energy International, Inc. 03-13706(CB) Covanta Energy West, Inc. 02-40871(CB) Covanta Power Development of Bolivia, Inc. 02-40856(CB) Covanta Power Development, Inc. 02-40855(CB) Covanta Power Equity Corp. 02-40895(CB) Covanta Power International Holdings, Inc. 03-13708(CB) Covanta Projects, Inc. 03-13709(CB) Covanta Systems, Inc. 02-40948(CB) Covanta Waste to Energy, Inc. 02-40949(CB) Covanta Water Holdings, Inc. 02-40866(CB) Covanta Water Systems, Inc. 02-40867(CB) Covanta Geothermal Operations Holdings, Inc. 02-40873(CB) Covanta RRS Holdings, Inc. 02-40910(CB) Covanta Energy Services, Inc. 02-40899(CB) Covanta Plant Services of New Jersey, Inc. 02-40900(CB) EXHIBIT 2 TO REORGANIZATION PLAN LIST OF LIQUIDATING DEBTORS Liquidating Debtor Case Number Alpine Food Products, Inc. 03-13679 (CB) BDC Liquidating Corp. 03-13681 (CB) Bouldin Development Corp. 03-13680 (CB) Covanta Concerts Holdings, Inc. 02-16322 (CB) Covanta Energy Sao Jeronimo, Inc. 02-40854 (CB) Covanta Financial Services, Inc. 02-40947 (CB) Covanta Huntington, Inc. 02-40918 (CB) Covanta Key Largo, Inc. 02-40864 (CB) Covanta Northwest Puerto Rico, Inc. 02-40942 (CB) Covanta Oil & Gas, Inc. 02-40878 (CB) Covanta Secure Services USA, Inc. 02-40896 (CB) Covanta Tulsa, Inc. 02-40945 (CB) Covanta Waste Solutions, Inc. 02-40897 (CB) Doggie Diner, Inc. 03-13684 (CB) Gulf Coast Catering Company, Inc. 03-13685 (CB) J.R. Jack's Construction Corporation 02-40857 (CB) Lenzar Electro-Optics, Inc. 02-40832 (CB) Logistics Operations, Inc. 03-13688 (CB) Offshore Food Service, Inc. 03-13694 (CB) OFS Equity of Alexandria/Arlington, Inc. 03-13687 (CB) OFS Equity of Babylon, Inc. 03-13690 (CB) OFS Equity of Delaware, Inc. 03-13689 (CB) OFS Equity of Huntington, Inc. 03-13691 (CB) OFS Equity of Indianapolis, Inc. 03-13693 (CB) OFS Equity of Stanislaus, Inc. 03-13692 (CB) Ogden Allied Abatement & Decontamination Service, Inc. 02-40827 (CB) Ogden Allied Maintenance Corp. 02-40828 (CB) Ogden Allied Payroll Services, Inc. 02-40835 (CB) Ogden Attractions, Inc. 02-40836 (CB) Ogden Aviation Distributing Corp. 02-40829 (CB) Ogden Aviation Fueling Company of Virginia, Inc. 02-40837 (CB) Ogden Aviation Security Services of Indiana, Inc. 03-13695 (CB) Ogden Aviation Service Company of Colorado, Inc. 02-40839 (CB) Ogden Aviation Service Company of Pennsylvania, Inc. 02-40834 (CB) Ogden Aviation Service International Corporation 02-40830 (CB) Ogden Aviation Terminal Services, Inc. 03-13696 (CB) Ogden Aviation, Inc. 02-40838 (CB) Ogden Cargo Spain, Inc. 02-40843 (CB) Ogden Central and South America, Inc. 02-40844 (CB) Ogden Cisco, Inc. 03-13698 (CB) Ogden Communications, Inc. 03-13697 (CB) Ogden Constructors, Inc. 02-40858 (CB) Ogden Environmental & Energy Services Co., Inc. 02-40859 (CB) Ogden Facility Holdings, Inc. 02-40845 (CB) Ogden Facility Management Corporation of Anaheim 02-40846 (CB) Ogden Facility Management Corporation of West Virginia 03-13699 (CB) Ogden Film and Theatre, Inc. 02-40847 (CB) Ogden Firehole Entertainment Corp. 02-40848 (CB) Ogden Food Service Corporation of Milwaukee, Inc. 03-13701 (CB) Ogden International Europe, Inc. 02-40849 (CB) Ogden Leisure, Inc. 03-13700 (CB) Ogden Management Services, Inc. 03-13702 (CB) Ogden New York Services, Inc. 02-40826 (CB) Ogden Pipeline Service Corporation 03-13704 (CB) Ogden Services Corporation 02-40850 (CB) Ogden Support Services, Inc. 02-40851 (CB) Ogden Technology Services Corporation 03-13703 (CB) Ogden Transition Corporation 03-13705 (CB) PA Aviation Fuel Holdings, Inc. 02-40852 (CB) Philadelphia Fuel Facilities Corporation 02-40853 (CB) EXHIBIT 3 TO REORGANIZATION PLAN LIST OF REORGANIZING DEBTORS FILING ON INITIAL PETITION DATE AND SUBSEQUENT PETITION DATE SCHEDULE OF REORGANIZING DEBTORS FILING ON APRIL 1, 2002 (THE INITIAL PETITION DATE) Reorganizing Debtor Case Number Covanta Acquisition, Inc. 02-40861 (CB) Covanta Alexandria/Arlington, Inc. 02-40929 (CB) Covanta Babylon, Inc. 02-40928 (CB) Covanta Bessemer, Inc. 02-40862 (CB) Covanta Bristol, Inc. 02-40930 (CB) Covanta Cunningham Environmental Support, Inc. 02-40863 (CB) Covanta Energy Americas, Inc. 02-40881 (CB) Covanta Energy Construction, Inc. 02-40870 (CB) Covanta Energy Corporation 02-40841 (CB) Covanta Energy Resource Corp. 02-40915 (CB) Covanta Energy Services, Inc. 02-40899 (CB) Covanta Energy West, Inc. 02-40871 (CB) Covanta Engineering Services, Inc. 02-40898 (CB) Covanta Fairfax, Inc. 02-40931 (CB) Covanta Geothermal Operations Holdings, Inc. 02-40873 (CB) Covanta Geothermal Operations, Inc. 02-40872 (CB) Covanta Heber Field Energy, Inc. 02-40893 (CB) Covanta Hennepin Energy Resource Co., L.P. 02-40906 (CB) Covanta Hillsborough, Inc. 02-40932 (CB) Covanta Honolulu Resource Recovery Venture 02-40905 (CB) Covanta Huntington Limited Partnership 02-40916 (CB) Covanta Huntington Resource Recovery One Corp. 02-40919 (CB) Covanta Huntington Resource Recovery Seven Corp. 02-40920 (CB) Covanta Huntsville, Inc. 02-40933 (CB) Covanta Hydro Energy, Inc. 02-40894 (CB) Covanta Hydro Operations West, Inc. 02-40875 (CB) Covanta Hydro Operations, Inc. 02-40874 (CB) Covanta Imperial Power Services, Inc. 02-40876 (CB) Covanta Indianapolis, Inc. 02-40934 (CB) Covanta Kent, Inc. 02-40935 (CB) Covanta Lancaster, Inc. 02-40937 (CB) Covanta Lee, Inc. 02-40938 (CB) Covanta Long Island, Inc. 02-40917 (CB) Covanta Marion Land Corp. 02-40940 (CB) Covanta Marion, Inc. 02-40939 (CB) Covanta Mid-Conn, Inc. 02-40911 (CB) Covanta Montgomery, Inc. 02-40941 (CB) Covanta New Martinsville Hydro-Operations Corp. 02-40877 (CB) Covanta Oahu Waste Energy Recovery, Inc. 02-40912 (CB) Covanta Onondaga Five Corp. 02-40926 (CB) Covanta Onondaga Four Corp. 02-40925 (CB) Covanta Onondaga Limited Partnership 02-40921 (CB) Covanta Onondaga Operations, Inc. 02-40927 (CB) Covanta Onondaga Three Corp. 02-40924 (CB) Covanta Onondaga Two Corp. 02-40923 (CB) Covanta Onondaga, Inc. 02-40922 (CB) Covanta Operations of Union, LLC 02-40909 (CB) Covanta OPW Associates, Inc. 02-40908 (CB) Covanta OPWH, Inc. 02-40907 (CB) Covanta Pasco, Inc. 02-40943 (CB) Covanta Plant Services of New Jersey, Inc. 02-40900 (CB) Covanta Power Development of Bolivia, Inc. 02-40856 (CB) Covanta Power Development, Inc. 02-40855 (CB) Covanta Power Equity Corp. 02-40895 (CB) Covanta Projects of Hawaii, Inc. 02-40913 (CB) Covanta Projects of Wallingford, L.P. 02-40903 (CB) Covanta RRS Holdings, Inc. 02-40910 (CB) Covanta Secure Services, Inc. 02-40901 (CB) Covanta SIGC Geothermal Operations, Inc. 02-40883 (CB) Covanta Stanislaus, Inc. 02-40944 (CB) Covanta Systems, Inc. 02-40948 (CB) Covanta Union, Inc. 02-40946 (CB) Covanta Wallingford Associates, Inc. 02-40914 (CB) Covanta Waste to Energy of Italy, Inc. 02-40902 (CB) Covanta Waste to Energy, Inc. 02-40949 (CB) Covanta Water Holdings, Inc. 02-40866 (CB) Covanta Water Systems, Inc. 02-40867 (CB) Covanta Water Treatment Services, Inc. 02-40868 (CB) DSS Environmental, Inc. 02-40869 (CB) ERC Energy II, Inc. 02-40890 (CB) ERC Energy, Inc. 02-40891 (CB) Heber Field Energy II, Inc. 02-40892 (CB) Heber Loan Partners 02-40889 (CB) OPI Quezon, Inc. 02-40860 (CB) Three Mountain Operations, Inc. 02-40879 (CB) Three Mountain Power, LLC 02-40880 (CB) SCHEDULE OF REORGANIZING DEBTORS FILING ON JUNE 6, 2003 (THE SUBSEQUENT PETITION DATE) Reorganizing Debtor Case Number Covanta Energy International, Inc. 03-13706 (CB) Covanta Power International Holdings, Inc. 03-13708 (CB) Covanta Energy Group, Inc. 03-13707 (CB) Covanta Projects, Inc. 03-13709 (CB) EXHIBIT 5 TERMS OF THE 9.25% SETTLEMENT The following are terms of the 9.25% Settlement that apply to Accepting Bondholders under this Reorganization Plan with respect to the Adversary Proceeding No. 02-03004 (the "Adversary Proceeding"), commenced by the Official Committee of Unsecured Creditors of Covanta Energy Corporation, et al. (the "Official Committee") against Wells Fargo Bank Minnesota, National Association, in its capacity as Indenture Trustee (the "Indenture Trustee"), as Defendant, and the Informal Committee of Secured Debenture Holders (the "Informal Committee"), as Defendant-Intervenor, now pending in the Chapter 11 proceedings of Covanta Energy Corp. and its subsidiaries (the "Debtors"). Unless otherwise indicated herein, capitalized terms used herein shall have the meanings set forth in the Reorganization Plan. 1. Upon the entry of a Final Order confirming the Reorganization Plan in which the 9.25% Settlement has been accepted by Accepting Bondholders, the Official Committee shall be deemed to have acknowledged, for those Accepting Bondholders, the validity, priority, non-avoidability, perfection and enforceability of the liens and claims of the Indenture Trustee for the benefit of the Indenture Trustee and with respect to each such Accepting Bondholder shall be deemed to have been fully released from any right to challenge such liens. 2. Upon confirmation of the Reorganization Plan, holders of Allowed Parent and Holding Company Unsecured Claims shall be entitled to receive 12.5% of the first $84 million of each component of value distributable to the Accepting Bondholders pursuant to the Reorganization Plan (the "Settlement Distribution" as defined in the Reorganization Plan), which entitlement shall be effectuated under the Reorganization Plan. 3. Pursuant to the Reorganization Plan, all fees and expenses incurred by the Official Committee relating to the Adversary Proceeding through the Confirmation Date shall be paid by Covanta (subject to the ordinary fee approval process of the Bankruptcy Court), notwithstanding any prior order limiting the amount of cash collateral authorized to be used for such fees and expenses. 4. Pursuant to the Reorganization Plan, the holders of Allowed Parent and Holding Company Unsecured Claims shall receive (A) a waiver by the Indenture Trustee and by the Accepting Bondholders of (i) any deficiency claim on account of the Allowed Subclass 3B Secured Claims held by them, and (ii) the benefits of the subordination provisions contained in the Convertible Subordinated Bonds, and (B) the treatment and distributions set forth in Section 4.6(b) of the Reorganization Plan. 5. The Accepting Bondholders agree not to file, sponsor, support or vote for any plan of reorganization or other transaction in these Chapter 11 proceedings which does not contain all of the substantive terms set forth herein which are designated to be included in the Reorganization Plan, or which is in any way substantively inconsistent with any such terms. EXHIBIT 9.1A TO THE REORGANIZATION PLAN LIST OF REJECTING DEBTORS Rejecting Debtor Case Number - ---------------- ----------- Covanta Energy Americas, Inc. 02-40881 (CB) Covanta Energy Corporation 02-40841 (CB) Covanta Energy International, Inc. 03-13706 (CB) Covanta Power International Holdings, Inc. 03-13708 (CB) Covanta Energy Group, Inc. 03-13707 (CB) Covanta Projects, Inc. 03-13709 (CB) EXHIBIT 9.1A(s) TO THE REORGANIZATION PLAN REJECTING DEBTORS' SCHEDULE OF ASSUMED CONTRACTS AND LEASES As of the Effective Date, all executory contracts and unexpired leases to which each Rejecting Debtor is a party shall be deemed rejected except for any executory contract or unexpired lease that (i) has been previously assumed or rejected pursuant to a Final Order of the Bankruptcy Court, (ii) is specifically designated as a contract or lease on this schedule, or (iii) is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Reorganizing Debtors prior to the Effective Date. The Rejecting Debtors reserve the right to add or remove executory contracts and unexpired leases to or from this schedule at any time prior to the Effective Date.
- ------- --------------------------- --------------------------------- ------------------------------------------------ Name of Rejecting Debtor Name and Address Description of Contract that is the of the Counterparty Party to the Contract (or Other Party) to the Contract - ------- --------------------------- --------------------------------- ------------------------------------------------ 1. Covanta Energy Americas, Allegheny Energy Supply Co. Confidentiality and Nondisclosure Agreement, Inc. 10435 Downsville Pike dated October 12, 2001. Hagerstown, MD 21740-1766 - ------- --------------------------- --------------------------------- ------------------------------------------------ 2. Covanta Energy Americas, Barclays Capital Confidentiality Agreement, dated as of March Inc. 5 the North Colonnade 14, 2001. Canary Wharf London E14 4BB - ------- --------------------------- --------------------------------- ------------------------------------------------ 3. Covanta Energy Americas, Black Hills Energy Capital Confidentiality and Nondisclosure Agreement, Inc. P.O. Box 14000 dated 2001. Rapid City, SD 57709 - ------- --------------------------- --------------------------------- ------------------------------------------------ 4. Covanta Energy Americas, BP Energy Company Confidentiality Agreement, dated October 17, Inc. 501 Westlake Park Boulevard 2001. Houston, TX 77079 - ------- --------------------------- --------------------------------- ------------------------------------------------ 5. Covanta Energy Americas, Calpine Corporation Confidentiality and Nondisclosure Agreement, Inc. 4160 Dublin Blvd. dated October 4, 2001. Dublin, CA 94568-3139 - ------- --------------------------- --------------------------------- ------------------------------------------------ 6. Covanta Energy Americas, CES Acquisition Corp. Confidentiality and Nondisclosure Agreement, Inc. 76 Greene Street, 4th Floor dated October 4, 2001. New York, NY 10012 - ------- --------------------------- --------------------------------- ------------------------------------------------ 7. Covanta Energy Americas, CMS Marketing Serv & Trading Confidentiality and Nondisclosure Agreement, Inc. 330 Town Center Drive dated October 25, 2001. Suite 1100 Dearborn, MI 48126 - ------- --------------------------- --------------------------------- ------------------------------------------------ 8. Covanta Energy Americas, Conoco Global Power Confidentiality and Nondisclosure Agreement, Inc. Conoco Center dated October 17, 2001. P.O. Box 2197 Houston, TX 77252-2197 - ------- --------------------------- --------------------------------- ------------------------------------------------ 9. Covanta Energy Americas, Coral Energy, L.P. Confidentiality and Nondisclosure Agreement. Inc. 700 Fanin, Suite 700 Houston, TX 77010 - ------- --------------------------- --------------------------------- ------------------------------------------------ 10. Covanta Energy Americas, Edison Mission Energy Confidentiality and Nondisclosure Agreement, Inc. 18101 Von Karma Ave., dated October 16, 2001. Suite 200 Irvine, CA 92612 - ------- --------------------------- --------------------------------- ------------------------------------------------ 11. Covanta Energy Americas, EPCOR Power Development Confidentiality and Nondisclosure Agreement, Inc. Corporation dated September 19, 2001. 10065 Jasper Avenue, 18 Fl Edmonton, Alberta Canada T5J 3B1 - ------- --------------------------- --------------------------------- ------------------------------------------------ 12. Covanta Energy Americas, Ernst & Young LLP Confidentiality Agreement, dated October 11, Inc. 1133 Avenue of the Americas 2001. New York, NY 10036 - ------- --------------------------- --------------------------------- ------------------------------------------------ 13. Covanta Energy Americas, FPL Energy LLC Confidentiality and Nondisclosure Agreement, Inc. 700 Universe Boulevard dated January 11, 2002. Juno Beach, FL 33408 - ------- --------------------------- --------------------------------- ------------------------------------------------ 14. Covanta Energy Americas, GE Capital Services Structured Confidentiality and Nondisclosure Agreement, Inc. Finance Group, Inc. dated October 18, 2001. 120 Long Ridge Road, 3rd Fl. Stamford, CT 06927 - ------- --------------------------- --------------------------------- ------------------------------------------------ 15. Covanta Energy Americas, Global Tradelinks Confidentiality and Nondisclosure Agreement, Inc. 451 Pebble Beach Place dated February 25, 2001. Fullerton, CA 92835 - ------- --------------------------- --------------------------------- ------------------------------------------------ 16. Covanta Energy Americas, Horizon Power, Inc. Confidentiality and Nondisclosure Agreement, Inc. 10 Lafayette Square dated October 12, 2001. Buffalo, NY 14203 - ------- --------------------------- --------------------------------- ------------------------------------------------ 17. Covanta Energy Americas, Innogy America LLC Confidentiality and Nondisclosure Agreement, Inc. 303 East Wacker Drive dated October 8, 2001. Suite 1200 Chicago, IL 60601 - ------- --------------------------- --------------------------------- ------------------------------------------------ 18. Covanta Energy Americas, Mt. Wheeler Power, Inc. Confidentiality Agreement, dated as of June Inc. P.O. Box 1110 28, 2000. Ely, NV 89301 - ------- --------------------------- --------------------------------- ------------------------------------------------ 19. Covanta Energy Americas, National Energy Systems Co. Confidentiality and Nondisclosure Agreement, Inc. 335 Parkplace, Suite 110 dated October 29, 2001. Kirkland, WA 98033 - ------- --------------------------- --------------------------------- ------------------------------------------------ 20. Covanta Energy Americas, Unions Signatory-Project Labor Ogden Power Corporation Guaranty for the Inc. c/o Mark Joseph, Esq. Project Labor Agreement, dated July 13, 2000. 651 Gateway Blvd., #900 South San Francisco, CA 96002 - ------- --------------------------- --------------------------------- ------------------------------------------------ 21. Covanta Energy Americas, Wartsila North America, Inc. PRI Premium, True-Up Agreement dated February Inc. 201 Defense Hwy., Suite 100 1, 2002. Annapolis, MD 21401-7052 - ------- --------------------------- --------------------------------- ------------------------------------------------ 22. Covanta Energy Corporation Aelita Network Management Agreement, dated April 2003. Jill Mastroianni 6500 Emerald Parkway, Ste. 400 Dublin, OH 43016 - ------- --------------------------- --------------------------------- ------------------------------------------------ 23. Covanta Energy Aircraft Services Corporation Agreement, dated January 8, 1993, among Corporation 120 Long Ridge Road Aircraft Services Corporation, Resource Stamford, CT 06927 Recovery Business Trust 1991-B, Covanta Projects, Inc, Covanta Energy Corporation, and Michigan Waste Energy, Inc., as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 24. Covanta Energy Corporation Alexandria Sanitation Auth. Guaranty, dated as of October 1, 1985, by 835 South Payne Street Covanta Energy Corporation in favor of the P.O. Box 1205 City of Alexandria, VA, Arlington County, VA, Alexandria, VA 22313 the Alexandria Sanitation Authority, Arlington Solid Waste Authority, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 25. Covanta Energy Corporation Alexandria Sanitation Auth. Retrofit Guaranty, dated as of November 10, 835 South Payne Street 1998, by Covanta Energy Corporation to and for P.O. Box 1205 the benefit of the City of Alexandria, VA, Alexandria, VA 22313 Arlington County, VA, the Industrial Development Authority of Arlington. - ------- --------------------------- --------------------------------- ------------------------------------------------ 26. Covanta Energy Corporation Allstate Insurance Company Guaranty Agreement, dated January 30, 1992. Attn: Financial Law Division Allstate Plaza South G5D Northbrook, IL 60062 - ------- --------------------------- --------------------------------- ------------------------------------------------ 27. Covanta Energy Corporation Arlington County, VA Retrofit Guaranty, dated as of November 10, 1400 North Courthouse Road 1998, by Covanta Energy Corporation to and for Attn: County Manager the benefit of the City of Alexandria, VA, Arlington, VA 22201 Arlington County, VA, the Industrial Development Authority of Arlington. - ------- --------------------------- --------------------------------- ------------------------------------------------ 28. Covanta Energy Corporation Arlington County, VA Guaranty, dated as of October 1, 1985, by Attn: County Manager Covanta Energy Corporation in favor of the 1400 North Courthouse Road City of Alexandria, VA, Arlington County, VA, Arlington, VA 22201 the Alexandria Sanitation Authority, Arlington Solid Waste Authority, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 29. Covanta Energy Corporation Arlington Solid Waste Auth. Guaranty, dated as of October 1, 1985, by 1400 North Courthouse Road Covanta Energy Corporation in favor of the Arlington, VA 22201 City of Alexandria, VA, Arlington County, VA, the Alexandria Sanitation Authority, Arlington Solid Waste Authority, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 30. Covanta Energy Corporation Arlington Solid Waste Auth. Retrofit Guaranty, dated as of November 10, 1400 North Courthouse Road 1998, by Covanta Energy Corporation to and for Arlington, VA 22201 the benefit of the City of Alexandria, VA, Arlington County, VA, the Industrial Development Authority of Arlington. - ------- --------------------------- --------------------------------- ------------------------------------------------ 31. Covanta Energy Corporation Avondale Industries, Inc. Letter Agreement, dated August 11, 1986, P.O. Box 22 regarding settlement of insurance claims and Boston, MA 02128 insurance premium adjustments. - ------- --------------------------- --------------------------------- ------------------------------------------------ 32. Covanta Energy Corporation Balaji Power Corp. Private Ltd O&M Guarantee, dated April 25, 2000 relating n/k/a Madurai Power Corp. Pvt. to Balaji Project n/k/a Madurai Project. Ltd. Flat G-1, Seshadri Manor Sestradri Road Alwarpet, Chennai 600 018 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 33. Covanta Energy Corporation Ceridian Corporation Time and attendance annual support. 120 Eagle Rock Ave. East Hanover, NJ 07936 - ------- --------------------------- --------------------------------- ------------------------------------------------ 34. Covanta Energy Corporation Ceridian HR/Payroll Service and Support Agreement, 4345 Security Parkway dated January 2000. New Albany, IN 47150 - ------- --------------------------- --------------------------------- ------------------------------------------------ 35. Covanta Energy Corporation City and County of Honolulu Operating Guaranty Agreement, dated December 530 South King Street 21, 1992, by Covanta Energy Corporation for Honolulu, HI 96813 the benefit of The City and County of Honolulu. - ------- --------------------------- --------------------------------- ------------------------------------------------ 36. Covanta Energy Corporation City of Alexandria Guaranty, dated as of October 1, 1985, by City Hall Covanta Energy Corporation in favor of the 301 King Street City of Alexandria, Arlington County, VA, the Alexandria, VA 22313 Alexandria Sanitation Authority, Arlington Solid Waste Authority, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 37. Covanta Energy Corporation City of Alexandria Retrofit Guaranty, dated as of November 10, City Hall 1998, by Covanta Energy Corporation to and for 301 King Street the benefit of the City of Alexandria, Alexandria, VA 22313 Arlington County, VA, the Industrial Development Authority of Arlington. - ------- --------------------------- --------------------------------- ------------------------------------------------ 38. Covanta Energy Corporation City of Bristol Guaranty, dated as of August 1, 1985, under 111 North Main Street the Project Agreement and Service Agreement, Bristol, CT 06010 dated August 1, 1985, by Debtor of obligations of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 39. Covanta Energy Corporation City of Bristol Confirmation of Guaranty, dated August 1, 1985. 111 North Main Street Bristol, CT 06010 - ------- --------------------------- --------------------------------- ------------------------------------------------ 40. Covanta Energy Corporation City of Huntsville Guaranty, dated June 1, 1988, by Covanta Attn: Executive Director Energy Corporation for the benefit of The P.O. Box 308 Solid Waste Disposal Authority of the City of Huntsville, AL 35804-0308 Huntsville, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 41. Covanta Energy Corporation City of Indianapolis Guaranty, dated as of December 1, 1985, by Department of Public Works Covanta Energy Corporation to and for the 2460 City-County Building benefit of the City of Indianapolis made in Indianapolis, IN 46204 connection with the Amended and Restated Service Agreement, dated as of September 23, 1985, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 42. Covanta Energy Corporation City of Modesto Guaranty Agreement, dated May 1, 1990, by 801 11th Street Covanta Energy Corporation to and for the Modesto, CA 95354 benefit of the County of Stanislaus and the City of Modesto of the obligations of Covanta Stanislaus, Inc. under the Service Agreement, dated June 30, 1986, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 43. Covanta Energy Corporation City of New Britain Guaranty, dated as of August 1, 1985, under City Hall the Project Agreement and Service Agreement, 21 West Main Street dated August 1, 1985, by Debtor of obligations New Hartford, CT 06057 of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 44. Covanta Energy Corporation City of New Britain Confirmation of Guaranty, dated August 1, 1985. City Hall 21 West Main Street New Hartford, CT 06057 - ------- --------------------------- --------------------------------- ------------------------------------------------ 45. Covanta Energy Corporation CLP Power International Ltd Confidentiality Agreement, dated August 15, CMG Asia Tower, 22nd Fl. 2001. 15 Canton Rd. Kowloon, Hong Kong - ------- --------------------------- --------------------------------- ------------------------------------------------ 46. Covanta Energy Corporation Connecticut Light & Power Co. Electricity Guarantee, dated as of August 1, c/o NE Utilities Service Co. 1985, and Confirmation of Guarantee dated P.O. Box 270 December 1, 1993, by Covanta Energy Hartford, CT 06141 Corporation to and for the benefit of the Connecticut Light and Power Company. - ------- --------------------------- --------------------------------- ------------------------------------------------ 47. Covanta Energy Corporation Connecticut Resource Recovery Guaranty, dated as of February 1, 1990, Authority guaranteeing the performance of the Attn: President Wallingford Resource Recovery Associates, L.P. 100 Constitution Plaza, 17th Fl. for the benefit of Connecticut Resources Hartford, CT 06103 Recovery Authority. - ------- --------------------------- --------------------------------- ------------------------------------------------ 48. Covanta Energy Corporation Copyright Clearance Center Inc Annual Authorizations Service Repertory Attn: Bruce Funkhouser License Agreement. 222 Rosewood Drive Danvers, MA 01923 - ------- --------------------------- --------------------------------- ------------------------------------------------ 49. Covanta Energy Corporation County of Fairfax Covanta Energy Corporation Guaranty, dated 12000 Government Center Pkwy., February 1, 1998, made by Covanta Energy Ste. 552 Corporation to and for the benefit of Fairfax Fairfax, VA 22035 County and the Authority. - ------- --------------------------- --------------------------------- ------------------------------------------------ 50. Covanta Energy Corporation County of Hennepin Parent Company Guarantee, dated July 8, 2003, A-2307 Government Center with the County of Hennepin. Minneapolis, MN 55487 Attention: County Administrator - ------- --------------------------- --------------------------------- ------------------------------------------------ 51. Covanta Energy Corporation County of Kent Guaranty Agreement, dated as October 1, 1987, 300 Monroe Avenue, N.W. by Covanta Energy Corporation for the benefit Grand Rapids, Ml 49503 of the County of Kent made in connection with the Amended and Restated Construction and Service Agreement with Covanta Kent, Inc., dated October 1, 1987, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 52. Covanta Energy Corporation County of Stanislaus Guaranty Agreement, dated May 1, 1990, by 1100 H. Street Covanta Energy Corporation to and for the Modesto, CA 95354 benefit of the County of Stanislaus and the City of Modesto of the obligations of Covanta Stanislaus, Inc. under the Service Agreement, dated June 30, 1986, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 53. Covanta Energy Corporation County of Stanislaus Guaranty Agreement, dated July 1, 1986 by 1100 H. Street Covanta Energy Corporation to and for the Modesto, CA 95354 benefit of the City of Modesto, and the County of Stanislaus. Debtor guarantees performance of the obligations of Stanislaus Waste Energy Company, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 54. Covanta Energy Corporation Covanta Haverhill Associates Service Agreement Guarantee, dated August 13, 40 Lane Road 1998, by Covanta Energy Corporation in favor Fairfield, NJ 07007 of Covanta Haverhill Associates of the obligations of Covanta Haverhill under the Service Agreement, dated August 1, 1998 - ------- --------------------------- --------------------------------- ------------------------------------------------ 55. Covanta Energy Corporation Detroit Edison Company Guarantee Agreement, dated as of December 12, 2000 Second Avenue 1992, between Covanta Energy Corporation and Detroit, Ml 48226 Detroit Edison Company. - ------- --------------------------- --------------------------------- ------------------------------------------------ 56. Covanta Energy Corporation Doble Engineering Company Service & Engineering Agreement, dated 85 Walnut Street September 27, 1995, as amended. Watertown, MA 02472 - ------- --------------------------- --------------------------------- ------------------------------------------------ 57. Covanta Energy Corporation F. Browne Gregg Guaranty, dated November 10, 1988, by Covanta 1616 S. 14th Street Energy Corporation for the benefit of F. Leesburg, FL 327480 Browne Gregg. Covanta Energy Corporation guarantees the performance of Covanta Systems, Inc.1 - ------- --------------------------- --------------------------------- ------------------------------------------------ 58. Covanta Energy Corporation Fairfax County Solid Waste Covanta Energy Corporation Guaranty, dated Authority February 1, 1998, made by Covanta Energy c/o Director of Public Works Corporation to and for the benefit of Fairfax 3930 Pender Drive County and the Authority. Fairfax, VA 22030 - ------- --------------------------- --------------------------------- ------------------------------------------------ 59. Covanta Energy Corporation Fox Paine & Company LLC Confidentiality Agreement. 90 Tower Lane Suite 1150 Foster City, CA 94409 - ------- --------------------------- --------------------------------- ------------------------------------------------ 60. Covanta Energy Corporation GE Capital Com. Fin. Inc. Confidentiality Agreement. Attn: Cyntra Trani 335 Madison Ave., 12th Fl. New York, NY 10017 - ------- --------------------------- --------------------------------- ------------------------------------------------ 61. Covanta Energy Corporation Greater Detroit Res. Rec. Auth Guarantee Agreement, dated as of July 1, 1996, 5700 Russell Street, Bld. A by Covanta Energy Corporation to and for the Detroit, Ml 48226 benefit of the Greater Detroit Resource Recovery Authority. - ------- --------------------------- --------------------------------- ------------------------------------------------ 62. Covanta Energy Corporation Hillsborough County Guaranty, dated as of January 9, 1985, by 925 E. Twiggs Street Covanta Energy Corporation for the benefit of P.O. Box 1110 Hillsborough County (the 1985 Guaranty). Tampa, FL 33601 - ------- --------------------------- --------------------------------- ------------------------------------------------ 63. Covanta Energy Corporation Hillsborough County Letter Agreement, dated May 13, 1998, by 925 E. Twiggs Street Covanta Energy Corporation, ratifying and P.O. Box 1110 confirming Covanta Energy Corporations Tampa, FL 33601 continuing obligation under the 1985 Guaranty. - ------- --------------------------- --------------------------------- ------------------------------------------------ 64. Covanta Energy Corporation Houlihan, Lockey, Howard & Zukin Confidentiality Agreement, dated March 14, Attn: Eric Seigert 2002. 225 S. Sixth St., Suite. 4950 Minneapolis, MN 55402 - ------- --------------------------- --------------------------------- ------------------------------------------------ 65. Covanta Energy Corporation ICICI Limited Share Retention and Financial Support ICICI Towers Agreement, dated April 25, 2000. 5th Fl., Bandra Kurla Complex Mumbai 400-051, India - ------- --------------------------- --------------------------------- ------------------------------------------------ 66. Covanta Energy Corporation Industrial Development Auth. of Guaranty, dated as of December 1, 1986, by the City of Alexandria Covanta Energy Corporation in favor of the #1 Courthouse Plaza Industrial Development Authority of the City 2100 Clarendon Blvd., Ste 302 of Alexandria. Arlington, VA 22201 - ------- --------------------------- --------------------------------- ------------------------------------------------ 67. Covanta Energy Corporation Kekst & Company, Inc. Confidentiality Agreement. Attn: Eric Berman 437 Madison Ave., 19th Fl. New York, NY 10022 - ------- --------------------------- --------------------------------- ------------------------------------------------ 68. Covanta Energy Corporation Lancaster County SWMA Guaranty, dated as of September 25, 1987, 1299 Old Harrisburg Pike guaranteeing the performance of Covanta P.O. Box 4425 Lancaster, Inc. under the Design and Lancaster, PA 17604 Construction Agreement and Service Agreement, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 69. Covanta Energy Corporation Lee County Guaranty, dated as of July 16, 1990, to and 2178 McGregor Blvd. for the benefit of Lee County, as amended. Fort Myers, FL 33901 - ------- --------------------------- --------------------------------- ------------------------------------------------ 70. Covanta Energy Corporation Marion County Guaranty, dated September 19, 1984, to and for Marion County Courthouse the benefit of Marion County, as amended. 555 Court Street NE Salem, OR 97309 - ------- --------------------------- --------------------------------- ------------------------------------------------ 71. Covanta Energy Corporation Michigan Waste Energy, Inc. Agreement, dated January 8, 1993, among 40 Lane Road, CN-2615 Aircraft Services Corporation, Resource Fairfield, NJ 07007-2615 Recovery Business Trust 1991-B, Covanta Projects, Inc, Covanta Energy Corporation, and Michigan Waste Energy, Inc., as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 72. Covanta Energy Corporation Michigan Waste Energy, Inc. Agreement among PMCC, Resource Recovery 40 Lane Road, CN-2615 Business Trust 1991-A, Covanta Projects, Inc., Fairfield, NJ 07007-2615 Covanta Energy Corporation, and Michigan Waste to Energy, Inc., as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 73. Covanta Energy Corporation Mission Funding Zeta First Amended and Restated Guaranty, dated 1801 Von Kerman Avenue January 30, 1992, by Covanta Energy Suite 1700 Corporation for the benefit of Mission Funding Irvine, CA 92715-1046 Zeta and Pitney Bowes, in connection with Covanta Huntington Resource Recovery Nine Corporation. - ------- --------------------------- --------------------------------- ------------------------------------------------ 74. Covanta Energy Corporation NE Maryland Waste Disp. Auth. Guaranty Agreement, dated as of November 16, 25 South Charles Street 1990, guaranteeing the performance of Covanta Suite 2105 Montgomery, Inc. under the Service Agreement, Baltimore, MD 21201 dated as of November 16, 1990, as amended. Montgomery County DEP Attn: Director 101 Monroe Street Rockville, Maryland 20850 - ------- --------------------------- --------------------------------- ------------------------------------------------ 75. Covanta Energy Corporation New England Power Company Covanta Energy Corporation Guarantee, dated as U.S. Gen New England, Inc. of December 23, 1986, by Covanta Energy 25 Research Drive Corporation in favor of New England Power Westborough, MA 01582 Company (now USGen New England, Inc., as assignee), in connection with agreement with Ogden Haverhill Associates. - ------- --------------------------- --------------------------------- ------------------------------------------------ 76. Covanta Energy Corporation Norex Professional Information Services Contract. 15815 Franklin Tr. Prior Lake, MN 55372 - ------- --------------------------- --------------------------------- ------------------------------------------------ 77. Covanta Energy Corporation Onondaga County Resource Second Amended and Restated Guaranty Recovery Agency Agreement, dated October 10, 2003. Attn: Executive Director 100 Elmwood Davis Road Syracuse, NY 13212 - ------- --------------------------- --------------------------------- ------------------------------------------------ 78. Covanta Energy Corporation Pasco County Guaranty, dated April 19, 1989, by Debtor of County Administrator the obligations of Covanta Pasco, Inc. under 7530 Little Road the Construction Agreement and Service New Port Richey, FL 33553 Agreement, dated March 28, 1989, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 79. Covanta Energy Corporation PC Helps Software Support from Desktop Applications One Bala Plaza Contract. Bala Cynwyd, PA 19004 - ------- --------------------------- --------------------------------- ------------------------------------------------ 80. Covanta Energy Corporation Pitney Bowes Credit Corp. First Amended and Restated Guaranty, dated 201 Merritt Seven January 30, 1992, by Covanta Energy Norwalk, CT 06865-5151 Corporation for the benefit of Mission Funding Zeta and Pitney Bowes, in connection with Covanta Huntington Resource Recovery Nine Corporation. - ------- --------------------------- --------------------------------- ------------------------------------------------ 81. Covanta Energy Corporation PMCC Leasing Corporation Agreement among PMCC, Resource Recovery 200 First Stamford Place Business Trust 1991-A, Covanta Projects, Inc., Stamford, CT 06902 Covanta Energy Corporation, and Michigan Waste to Energy, Inc., as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 82. Covanta Energy Corporation Portland General Electric Co. Guaranty, dated as of September 10, 1984, by 121 S.W. Salmon Street Covanta Energy Corporation and Covanta Portland, OR 97204 Systems, Inc. of the obligations of Trans-Energy-Oregon, Inc. under the Agreement for the Sale of Electrical Energy. - ------- --------------------------- --------------------------------- ------------------------------------------------ 83. Covanta Energy Resource Recovery Business Agreement, dated January 8, 1993, among Corporation Trust 1991-B Aircraft Services Corporation, Resource Wilmington Trust Company Recovery Business Trust 1991-B, Covanta Rodney Square North Projects, Inc, Covanta Energy Corporation, and 1100 N. Market Street Michigan Waste Energy, Inc., as amended. Wilmington, DE 19899 - ------- --------------------------- --------------------------------- ------------------------------------------------ 84. Covanta Energy Corporation Resource Recovery Business Agreement among PMCC, Resource Recovery Trust 1991-A Business Trust 1991-A, Covanta Projects, Inc., Wilmington Trust Company Covanta Energy Corporation, and Michigan Waste Rodney Square North to Energy, Inc., as amended. 1100 N. Market Street Wilmington, DE 19899 - ------- --------------------------- --------------------------------- ------------------------------------------------ 85. Covanta Energy Corporation Salomon Smith Barney Confidentiality Agreement and Engagement Attn: Damien Mitchell Letter. 388 Greenwich Street New York, NY 10013 - ------- --------------------------- --------------------------------- ------------------------------------------------ 86. Covanta Energy Corporation Salomon Smith Barney Confidentiality Agreement. Attn: Greg Dalvito 7 World Trade Ct. 31st Fl. New York, NY 10048 - ------- --------------------------- --------------------------------- ------------------------------------------------ 87. Covanta Energy Corporation Samayanallur Power Inv. Pvt. Share Retention and Financial Support Ltd. Agreement, dated April 25, 2000. Mr. Shivkumar Reddy 1 Ramakrishna St. T-Nagar Chennai 600017 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 88. Covanta Energy Corporation SG Securities (HK) Ltd. Confidentiality Agreement between Covanta 41/F Edinburgh Tower Energy Corporation and SG Securities (HK) Ltd. 15 Queens Road dated August 16, 2001. Central Hong Kong - ------- --------------------------- --------------------------------- ------------------------------------------------ 89. Covanta Energy Corporation State Street Bank Liquidated Damages Guarantee, dated July 7, (fka CT Bank and Trust Co. N.A.) 1993. Corporate Trust Dept. One Constitution Plaza Hartford, CT 06115 - ------- --------------------------- --------------------------------- ------------------------------------------------ 90. Covanta Energy Corporation Summit Bank Subordinated Rent Guaranty Agreement, dated Attn: Corporate Trust Dept. June 1, 1998, in connection with the Facility 210 Main Street Lease Agreement, dated as of June 15, 1998. Hackensack, NJ 07602 - ------- --------------------------- --------------------------------- ------------------------------------------------ 91. Covanta Energy Corporation SWDA of Huntsville Guaranty Agreement, dated as of June 1, 1988 5251 Triana Blvd. by Covanta Energy Corporation for the benefit Huntsville, AL 35805 of the Solid Waste Disposal Authority of the City of Huntsville, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 92. Covanta Energy Corporation Tenaska, Inc. Confidentiality Agreement between Covanta 1044 North 115th Street Energy Corporation and Tenaska, Inc., dated Suite 400 October 11, 2001. Omaha, NE 68154 - ------- --------------------------- --------------------------------- ------------------------------------------------ 93. Covanta Energy Corporation Town of Babylon Guarantee of the performance of Covanta Town Hall Babylon, Inc. under the Service Agreement for 200 East Sunrise Highway the benefit of the Town of Babylon, Town of Lindenhurst, NY 11757 Babylon Industrial Development Agency, dated December 20, 1985. - ------- --------------------------- --------------------------------- ------------------------------------------------ 94. Covanta Energy Corporation Town of Babylon Ind. Dev. Agency Guarantee of the performance of Covanta 400 West Main Street Babylon, Inc. under the Service Agreement for Babylon, NY 11702 the benefit of the Town of Babylon, Town of Babylon Industrial Development Agency, dated December 20, 1985. - ------- --------------------------- --------------------------------- ------------------------------------------------ 95. Covanta Energy Corporation Town of Berlin Guaranty, dated as of August 1, 1985, under Town Hall the Project Agreement and Service Agreement, 240 Kensington Road dated August 1, 1985, by Debtor of obligations Berlin, CT 06037 of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 96. Covanta Energy Corporation Town of Berlin Confirmation of Guaranty, dated August 1, 1985. Town Hall 240 Kensington Road Berlin, CT 06037 - ------- --------------------------- --------------------------------- ------------------------------------------------ 97. Covanta Energy Corporation Town of Branford Guaranty, dated as of August 1, 1985, under Branford Town Hall the Project Agreement and Service Agreement, 1019 Main Street dated August 1, 1985, by Debtor of obligations P.O. Box 150 of Covanta Bristol, Inc., as amended by the Branford, CT 06405 Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 98. Covanta Energy Corporation Town of Branford Confirmation of Guaranty, dated August 1, 1985. Branford Town Hall 1019 Main Street P.O. Box 150 Branford, CT 06405 - ------- --------------------------- --------------------------------- ------------------------------------------------ 99. Covanta Energy Corporation Town of Burlington Guaranty, dated as of August 1, 1985, under 200 Spielman Highway the Project Agreement and Service Agreement, Burlington, CT 06013 dated August 1, 1985, by Debtor of obligations of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 100. Covanta Energy Corporation Town of Burlington Confirmation of Guaranty, dated August 1, 1985. 200 Spielman Highway Burlington, CT 06013 - ------- --------------------------- --------------------------------- ------------------------------------------------ 101. Covanta Energy Corporation Town of Hartland Guaranty, dated as of August 1, 1985, under 22 South Road the Project Agreement and Service Agreement, Hartland, CT 06027 dated August 1, 1985, by Debtor of obligations of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 102. Covanta Energy Corporation Town of Hartland Confirmation of Guaranty, dated August 1, 1985. 22 South Road Hartland, CT 06027 - ------- --------------------------- --------------------------------- ------------------------------------------------ 103. Covanta Energy Corporation Town of Huntington Amended and Restated Guaranty Agreement, dated Town Hall as of June 29, 1989 by Covanta Energy 100 Main Street Corporation for the Town of Huntington. Huntington, NY 11743 - ------- --------------------------- --------------------------------- ------------------------------------------------ 104. Covanta Energy Corporation Town of Plainville Guaranty, dated as of August 1, 1985, under Municipal Center the Project Agreement and Service Agreement, 1 Central Square dated August 1, 1985, by Debtor of obligations Plainville, CT 06062 of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 105. Covanta Energy Corporation Town of Plainville Confirmation of Guaranty, dated August 1, 1985. Municipal Center 1 Central Square Plainville, CT 06062 - ------- --------------------------- --------------------------------- ------------------------------------------------ 106. Covanta Energy Corporation Town of Plymouth Guaranty, dated as of August 1, 1985, under Town Hall the Project Agreement and Service Agreement, 19 East Main Street dated August 1, 1985, by Debtor of obligations Terryville, CT 06786 of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 107. Covanta Energy Corporation Town of Plainville Confirmation of Guaranty, dated August 1, 1985. Municipal Center 1 Central Square Plainville, CT 06062 - ------- --------------------------- --------------------------------- ------------------------------------------------ 108. Covanta Energy Corporation Town of Prospect Guaranty, dated as of August 1, 1985, under 36 Center Street the Project Agreement and Service Agreement, Prospect, CT 06712 dated August 1, 1985, by Debtor of obligations Attention: Mayor of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 109. Covanta Energy Corporation Town of Prospect Confirmation of Guaranty, dated August 1, 1985. 36 Center Street Prospect, CT 06712 Attention: Mayor - ------- --------------------------- --------------------------------- ------------------------------------------------ 110. Covanta Energy Corporation Town of Prospect Agreement, dated December 17, 1987, Respecting 36 Center Street Guarantee for the Town of Wolcott, the Town of Prospect, CT 06712 Prospect and the Town of Warren. Attention: Mayor - ------- --------------------------- --------------------------------- ------------------------------------------------ 111. Covanta Energy Corporation Town of Seymour Guaranty, dated as of August 1, 1985, under One First Street the Project Agreement and Service Agreement, Seymour, CT 06483 dated August 1, 1985, by Debtor of obligations of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 112. Covanta Energy Corporation Town of Seymour Confirmation of Guaranty, dated August 1, 1985. One First Street Seymour, CT 06483 - ------- --------------------------- --------------------------------- ------------------------------------------------ 113. Covanta Energy Corporation Town of Southington Guaranty, dated as of August 1, 1985, under Town Hall the Project Agreement and Service Agreement, 75 Main Street dated August 1, 1985, by Debtor of obligations Southington, CT 06489 of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 114. Covanta Energy Corporation Town of Southington Confirmation of Guaranty, dated August 1, 1985. Town Hall 75 Main Street Southington, CT 06489 - ------- --------------------------- --------------------------------- ------------------------------------------------ 115. Covanta Energy Corporation Town of Warren Guaranty, dated as of August 1, 1985, under c/o David Miles, Esq. the Project Agreement and Service Agreement, P.O. Box 25 dated August 1, 1985, by Debtor of obligations Warren, CT 06754 of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 116. Covanta Energy Corporation Town of Warren Confirmation of Guaranty, dated August 1, 1985. c/o David Miles, Esq. P.O. Box 25 Warren, CT 06754 - ------- --------------------------- --------------------------------- ------------------------------------------------ 117. Covanta Energy Corporation Town of Warren Agreement, dated December 17, 1987, Respecting c/o David Miles, Esq. Guarantee for the Town of Wolcott, the Town of P.O. Box 25 Prospect and the Town of Warren. Warren, CT 06754 - ------- --------------------------- --------------------------------- ------------------------------------------------ 118. Covanta Energy Corporation Town of Washington Guaranty, dated as of August 1, 1985, under Town Hall Washington Depot the Project Agreement and Service Agreement, Washington Depot, CT 06794 dated August 1, 1985, by Debtor of obligations of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 119. Covanta Energy Corporation Town of Washington Confirmation of Guaranty, dated August 1, 1985. Town Hall Washington Depot Washington Depot, CT 06794 - ------- --------------------------- --------------------------------- ------------------------------------------------ 120. Covanta Energy Corporation Town of Wolcott Guaranty, dated as of August 1, 1985, under Town Hall the Project Agreement and Service Agreement, 10 Kenea Avenue dated August 1, 1985, by Debtor of obligations Wolcott, CT 06716 of Covanta Bristol, Inc., as amended by the Agreement Respecting Guarantee for the Town of Branford, CT, the Town of Hartland, CT and the Town of Seymour, CT, dated as of October 1, 1991, as amended. - ------- --------------------------- --------------------------------- ------------------------------------------------ 121. Covanta Energy Corporation Town of Wolcott Confirmation of Guaranty, dated August 1, 1985. Town Hall 10 Kenea Avenue Wolcott, CT 06716 - ------- --------------------------- --------------------------------- ------------------------------------------------ 122. Covanta Energy Corporation Town of Wolcott Agreement, dated December 17, 1987, Respecting Town Hall Guarantee for the Town of Wolcott, the Town of 10 Kenea Avenue Prospect and the Town of Warren. Wolcott, CT 06716 - ------- --------------------------- --------------------------------- ------------------------------------------------ 123. Covanta Energy Corporation Transcanada Energy Ltd. Confidentiality Agreement between Covanta 450-1st Street SW Energy Corporation and Transcanada Energy Ltd. Calgary dated August 23, 2001. Alberta, Canada T2P 5H1 - ------- --------------------------- --------------------------------- ------------------------------------------------ 124. Covanta Energy Corporation Union County Utilities Authority Guaranty Agreement, dated June 1, 1998 from Routes 1 & 9 North Covanta Energy Corporation for the benefit of Rahway, N.J. 07065 Covanta Union, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 125. Covanta Energy Corporation Union County Utilities Authority Subordinated Rent Guaranty Agreement, dated Routes 1 & 9 North June 1, 1998, in connection with the Facility Rahway, NJ 07085 Lease Agreement, dated as of June 15, 1998. - ------- --------------------------- --------------------------------- ------------------------------------------------ 126. Covanta Energy Corporation United American Energy Corp. Confidentiality and Engagement Letter. 50 Tice Boulevard Woodcliff Lake, NJ 07677 - ------- --------------------------- --------------------------------- ------------------------------------------------ 127. Covanta Energy Corporation Wisvest Corporation Confidentiality Agreement, dated December 14, NI6 W23217 Stone Ridge Drive 2001. Suite 100 Waukesha, WI 53188 - ------- --------------------------- --------------------------------- ------------------------------------------------ 128. Covanta Energy Group, Inc. ACR Lucent Brick LSMS Support Agreement. 185-1 Industrial Pkwy S. Branchburg, NJ 08876 - ------- --------------------------- --------------------------------- ------------------------------------------------ 129. Covanta Energy Group, Inc. ACR Netscreen Support; Hardware and Technical 185-1 Industrial Pkwy. Support (Fairfield, NJ) Agreement No. 23096. Branchburg, NJ 08876 - ------- --------------------------- --------------------------------- ------------------------------------------------ 130. Covanta Energy Group, Inc. ACR Netscreen Support; Hardware and Technical 185-1 Industrial Pkwy. Support (remote locations) Agreement No. 23798. Branchburg, NJ 08876 - ------- --------------------------- --------------------------------- ------------------------------------------------ 131. Covanta Energy Group, Inc. Adobe Systems Incorporated Bi-Annual Support Agreement, dated July 2003, 345 Park Avenue for PDF Creator for 29 people. San Jose, CA 95110-2704 - ------- --------------------------- --------------------------------- ------------------------------------------------ 132. Covanta Energy Group, Inc. Allan Industries, Inc. Contract Services Agreement, Janitorial 270 Roackaway Services. Rockaway, NJ 07866 - ------- --------------------------- --------------------------------- ------------------------------------------------ 133. Covanta Energy Group, Inc. American Ash Recycling Corp. Nondisclosure Agreement, dated October 30, 6622 Southport Drive S. 1997. Suite 310 Jacksonville, FL 32216 - ------- --------------------------- --------------------------------- ------------------------------------------------ 134. Covanta Energy Group, Inc. Archives Systems, Inc. Records Storage Services Contract. 25 Commerce Road Fairfield, NJ 07004 - ------- --------------------------- --------------------------------- ------------------------------------------------ 135. Covanta Energy Group, Inc. AT&T Wireless Services Cellular Phone Volume Discount Agreement. P.O. Box 97061 Redmond, WA 98073 - ------- --------------------------- --------------------------------- ------------------------------------------------ 136. Covanta Energy Group, Inc. AT&T Frame/Relay (GA # NCS2295) and Internet 25 Corporate Drive Services Agreement. Room 32B15 Bridgewater, NJ 08807 - ------- --------------------------- --------------------------------- ------------------------------------------------ 137. Covanta Energy Group, Inc. Barlow Projects, Inc. Confidentiality Agreement, dated February 5, 2000 Vermont Drive 2002. Suite 200 Fort Collins, CO 80525 - ------- --------------------------- --------------------------------- ------------------------------------------------ 138. Covanta Energy Group, Inc. Barlow Projects, Inc. Confidentiality Agreement, dated August 28, 2000 Vermont Drive 2001. Suite 200 Fort Collins, CO 80525 - ------- --------------------------- --------------------------------- ------------------------------------------------ 139. Covanta Energy Group, Inc. Cable Express Cisco Smartnet Hardware Support Contract. 5404 South Bay Road Syracuse, NY 13221 - ------- --------------------------- --------------------------------- ------------------------------------------------ 140. Covanta Energy Group, Inc. Carrier Commercial Service Service on HVAC Equipment. 1095 Cranbury-So. River Rd #23 Jamesburg, NJ 08831 - ------- --------------------------- --------------------------------- ------------------------------------------------ 141. Covanta Energy Group, Inc. Cingular Wireless Handheld Wireless Monthly Service Contract. 10 Woodbridge Center Drive Woodbridge, NJ 07095 - ------- --------------------------- --------------------------------- ------------------------------------------------ 142. Covanta Energy Group, Inc. Citibank, N.A. Reserves Guarantee Agreement, dated June 15, 111 Wall Street, 5th Floor 2001. Zone 2 New York, NY 10005 - ------- --------------------------- --------------------------------- ------------------------------------------------ 143. Covanta Energy Group, Inc. Citrix Preferred Support Services Agreement. 6400 NW 6th Way Fort Lauderdale, FL 33322 - ------- --------------------------- --------------------------------- ------------------------------------------------ 144. Covanta Energy Group, Inc. Connected Computer Asset Management Agreement. 100 Pennsylvania Ave. Framingham, MA 01701 - ------- --------------------------- --------------------------------- ------------------------------------------------ 145. Covanta Energy Group, Inc. Connecticut Resources Recovery Guarantee, dated December 22, 2000, from 100 Constitution Plaza Covanta Energy Group, Inc. to the Connecticut 17th Floor Resources Recovery Authority. Hartford, CT 06103 - ------- --------------------------- --------------------------------- ------------------------------------------------ 146. Covanta Energy Group, Inc. Control Environmental Services Landscaping Service Contract (Customer No. 737 Now Durham Road 10077). Edison, NJ 08817 - ------- --------------------------- --------------------------------- ------------------------------------------------ 147. Covanta Energy Group, Inc. Doble Engineering Company Service and Equipment Agreement, dated 85 Walnut St. September 30, 1997, as amended. Watertown, MA 02172 - ------- --------------------------- --------------------------------- ------------------------------------------------ 148. Covanta Energy Group, Inc. eEye Digital Retina Enterprise Intrusion Testing Contract. One Columbia, Ste. 100 Aliso Viejo, CA 92656 - ------- --------------------------- --------------------------------- ------------------------------------------------ 149. Covanta Energy Group, Inc. Elron Software Message Inspector Annual Maintenance Contract. 7 New England Exec. Park Burlington, MA 01803 - ------- --------------------------- --------------------------------- ------------------------------------------------ 150. Covanta Energy Group, Inc. Energy Answers Corp. Confidentiality Agreement, dated December 1, 79 N. Pearl St. 2000. Albany, NY 12207 - ------- --------------------------- --------------------------------- ------------------------------------------------ 151. Covanta Energy Group, Inc. Ethical Equations, Inc. Consulting Agreement, dated May 19, 2000. Attn: John Porcelli, Pres. Cassville Station, P.O. Box 88 Jackson, NJ 08527 - ------- --------------------------- --------------------------------- ------------------------------------------------ 152. Covanta Energy Group, Inc. Exxon Mobil Rsch & Dev. Co. Settlement Agreement re: Thermal DeNOx Attn: Legal Department Process License and Engineering Agreements. 1545 Route 22 East Annandale, NJ 08801 - ------- --------------------------- --------------------------------- ------------------------------------------------ 153. Covanta Energy Group, Inc. Front Range/HEAT Annual Maintenance and Support Contract for Dept. 1027 HEAT System. Denver, CO 80263 - ------- --------------------------- --------------------------------- ------------------------------------------------ 154. Covanta Energy Group, Inc. IBM RISC 6000 Software Maintenance Contract. 4800 Falls of the Beuse Road Raleigh, NC 27609 - ------- --------------------------- --------------------------------- ------------------------------------------------ 155. Covanta Energy Group, Inc. IBM RISC 6000 Hardware Maintenance Contract. 4800 Falls of the Beuse Road Raleigh, NC 27609 - ------- --------------------------- --------------------------------- ------------------------------------------------ 156. Covanta Energy Group, Inc. Ind. Development Bank of India Undertaking to Maintain Controlling Interest, IDBI Tower, WTC Complex dated January 5, 2001, related to the Cuffe Parade Samalpatti, India project. Mumbai 400 005 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 157. Covanta Energy Group, Inc. Ind. Development Bank of India Undertaking to Maintain Controlling Interest IDBI Tower, WTC Complex in Ogden Energy India (Samalpatti) Limited, Cuffe Parade dated December16, 1999. Mumbai 400 005 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 158. Covanta Energy Group, Inc. Ind. Development Bank of India Undertaking for Overrun/Shortfall, dated IDBI Tower, WTC Complex December 16, 1999. Cuffe Parade Mumbai 400 005 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 159. Covanta Energy Group, Inc. Ind. Development Bank of India Undertaking for Overrun/Shortfall, dated IDBI Tower, WTC Complex January 5, 2001. Cuffe Parade Mumbai 400 005 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 160. Covanta Energy Group, Inc. Ind. Development Bank of India O&M Guarantee, dated December 16, 1999, by IDBI Tower, WTC Complex Covanta Energy Group, Inc. for the benefit of Cuffe Parade Samalpatti Power Company Private Limited. Mumbai 400 005 India Samalpatti Power Company Third Cross Road, 1st Floor Raja Annamalaipuram Chennai 600 028 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 161. Covanta Energy Group, Inc. Ind. Fin. Corp. of India, Ltd Undertaking to Maintain Controlling Interest 142, Mahatma Ghandi Road in Ogden Energy India (Samalpatti) Limited, Post Box 3318 dated December16, 1999. Chennai 600 034 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 162. Covanta Energy Group, Inc. Ind. Fin. Corp. of India, Ltd Undertaking for Overrun/Shortfall, dated 142, Mahatma Ghandi Road December 16, 1999. Post Box 3318 Chennai 600 034 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 163. Covanta Energy Group, Inc. Ind. Fin. Corp. of India, Ltd Undertaking for Overrun/Shortfall, dated 142, Mahatma Ghandi Road January 5, 2001. Post Box 3318 Chennai 600 034 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 164. Covanta Energy Group, Inc. Infrastructure Development Fin Undertaking to Maintain Controlling Interest 2nd Fl., Ramon House in Ogden Energy India (Samalpatti) Limited, 169, Backbay Reclamation dated January 5, 2001. Mumbai 400 020 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 165. Covanta Energy Group, Inc. Infrastructure Development Fin Undertaking for Overrun/Shortfall, dated 2nd Fl., Ramon House December 16, 1999. 169, Backbay Reclamation Mumbai 400 020 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 166. Covanta Energy Group, Inc. Infrastructure Development Fin O&M Guarantee, dated December 16, 1999, by 2nd Fl., Ramon House Covanta Energy Group. Inc. for the benefit of 169, Backbay Reclamation Samalpatti Power Company Private Limited. Mumbai 400 020 India Samalpatti Power Company Third Cross Road, 1st Floor Raja Annamalaipuram Chennai 600 028 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 167. Covanta Energy Group, Inc. Infrastructure Development Fin Undertaking for Overrun/Shortfall, dated 2nd Fl., Ramon House January 5, 2001. 169, Backbay Reclamation Mumbai 400 020 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 168. Covanta Energy Group, Inc. iPass Inc. Dial-up Internet Access Service Agreement, Mark Cooper signed May 2003. 30 Greenvale Rd. Cherry Hill, NJ 08034 - ------- --------------------------- --------------------------------- ------------------------------------------------ 169. Covanta Energy Group, Inc. John Hancock Life Insurance Co. Confidentiality and Nondisclosure Agreement, 200 Claredon Street dated December 11, 2001. T-57-09 Boston, MA 02117 - ------- --------------------------- --------------------------------- ------------------------------------------------ 170. Covanta Energy Group, Inc. Liebert Global Services Computer Center LIPS Maintenance Contract. 610 Executive Campus Drive Westerville, OH 43082 - ------- --------------------------- --------------------------------- ------------------------------------------------ 171. Covanta Energy Group, Inc. Lucent Yearly Remote Network to ASIA, dated August Mark McKenna 2002. 100 Eagle Rock Ave. East Hanover, NJ 07936 - ------- --------------------------- --------------------------------- ------------------------------------------------ 172. Covanta Energy Group, Inc. Maintech Sun Service Sun Service/Maintenance on Hardware and 39 Paterson Ave. Software Agreement. Wallington. NJ 07057-1160 - ------- --------------------------- --------------------------------- ------------------------------------------------ 173. Covanta Energy Group, Inc. Mckeon-Grano Associates Temporary Engineering Support. Elmwood Park Plaza 475 Market Street Elmwood Park, NJ 07407 - ------- --------------------------- --------------------------------- ------------------------------------------------ 174. Covanta Energy Group, Inc. Mettler Toledo Scalehouse Software Support Agreement. 912 Langdon Court Annapolis, MD 21403 - ------- --------------------------- --------------------------------- ------------------------------------------------ 175. Covanta Energy Group, Inc. Micro Focus Corporate Offices PSoft Cobol Compiler Annual Contract, dated 9420 Key West Avenue November 2002. Rockville, MD 20850 - ------- --------------------------- --------------------------------- ------------------------------------------------ 176. Covanta Energy Group, Inc. Microsoft SA Desktop and Network Software Agreement, signed Denise Bevard June 2002. 6100 Neil Rd., Ste. 210 Reno, NV 89511-1137 - ------- --------------------------- --------------------------------- ------------------------------------------------ 177. Covanta Energy Group, Inc. Morgan Stanley & Co., Inc. Confidentiality Agreement, dated December 7, Attn.: Peter J. Marquis 1999. 1585 Broadway New York, NY 10036 - ------- --------------------------- --------------------------------- ------------------------------------------------ 178. Covanta Energy Group, Inc. MRO Software Maximo Maintenance Management Software and 600 Worcester St. Support Agreement. Natick, MA 01760-2072 - ------- --------------------------- --------------------------------- ------------------------------------------------ 179. Covanta Energy Group, Inc. Ncoteris Headquarters Yearly Support for Remote Access, dated May 940 Stewart Drive 2003. Sunnyvale, CA 94085 - ------- --------------------------- --------------------------------- ------------------------------------------------ 180. Covanta Energy Group, Inc. NEPC Consortium Power, Ltd. Guarantee, dated as of April 2, 1999, by 11th Fl. 1/8 A Rokega Sharani Covanta Energy Group, Inc. with respect to Sher-E-Bangla Nagar Dhaka 1207 obligations of Ogden Bangladesh Operating, Bangladesh Inc. under the Plant Operation and Maintenance Agreement, dated April 2, 1999, as amended. Citibank N.A. Attn: Global Agency & Trust Services 111 Wall Street, 5th Floor Zone 2 New York, N.Y. 10005 El Paso Energy Company Attn: General Counsel 1001 Louisianna Street Houston, TX 77002 Overseas Private Investment Attn: President, Finance 1100 New York Ave., N.W. Washington, D.C. 20527 Pillsbury Winthrop Attn: Barton D. Ford, Esq. One Battery Park Plaza New York, N.Y. 10004-1409 - ------- --------------------------- --------------------------------- ------------------------------------------------ 181. Covanta Energy Group, Inc. NEPC Consortium Power, Ltd. Reserves Guarantee Agreement, dated June 15, 11th Fl. 1/8 A Rokega Sharani 2001. Sher-E-Bangla Nagar Dhaka 1207 Bangladesh Citibank N.A. Attn: Global Agency & Trust Services 111 Wall Street, 5th Floor Zone 2 New York, N.Y. 10005 El Paso Energy Company Attn: General Counsel 1001 Louisianna Street Houston, TX 77002 Overseas Private Investment Attn: President, Finance 1100 New York Ave., N.W. Washington, D.C. 20527 Pillsbury Winthrop Attn: Barton D. Ford, Esq. One Battery Park Plaza New York, N.Y. 10004-1409 - ------- --------------------------- --------------------------------- ------------------------------------------------ 182. Covanta Energy Group, Inc. Nextel Monthly Phone Service Contract. Paul Gamel 3 E. 54th St. New York, NY 10022 - ------- --------------------------- --------------------------------- ------------------------------------------------ 183. Covanta Energy Group, Inc. Nortel Hardware Maintenance Agreement. 8200 Dixie Road, Ste. 100 Brampton, Ontario L6T 5P6 Canada - ------- --------------------------- --------------------------------- ------------------------------------------------ 184. Covanta Energy Group, Inc. NSI-Doubletake Backup Software Maintenance and Support Yvonne Parkins Agreement, dated July 2003. 2 Hudon Pl., 4th Floor Hoboken, NJ 07030 - ------- --------------------------- --------------------------------- ------------------------------------------------ 185. Covanta Energy Group, Inc. Omtool NT Fax Sr. Server Agreement. 8 Industrial Way Salem, NH 03079 - ------- --------------------------- --------------------------------- ------------------------------------------------ 186. Covanta Energy Group, Inc. Overseas Private Investment Project Completion Agreement dated as of Corporation December 8, 1999, among NEPC Consortium Power 1100 New York Avenue, NW Ltd., El Paso Energy International Company, Washington, D.C. 20527 Ogden Energy Group, Inc., Wartsila NSD North Attn: V.P. Finance America Inc. and Overseas Private Investment Corporation. - ------- --------------------------- --------------------------------- ------------------------------------------------ 187. Covanta Energy Group, Inc. Overseas Private Investment Reserves Guarantee Agreement, dated June 15, Corporation 2001. 1100 New York Avenue, NW Washington, D.C. 20527 Attn: V.P. Finance - ------- --------------------------- --------------------------------- ------------------------------------------------ 188. Covanta Energy Group, Inc. Palm Inc. Monthly Remote Access for Palm Users. Mail Stop 12116 5470 Great American Parkway Santa Clara, CA 95052-8145 - ------- --------------------------- --------------------------------- ------------------------------------------------ 189. Covanta Energy Group, Inc. Panurgy Net Reality - FDD WAN Network Monitoring 100 Ford Road System Agreement. Denville, NJ 07834 - ------- --------------------------- --------------------------------- ------------------------------------------------ 190. Covanta Energy Group, Inc. People Soft Annual Software Maintenance and Support 2600 Campus Drive Agreement. San Mateo, CA 94403 - ------- --------------------------- --------------------------------- ------------------------------------------------ 191. Covanta Energy Group, Inc. People Soft Extended Enterprise License Agreement, 2600 Campus Drive covering June 30, 2001 to June 30, 2002. San Mateo, CA 94403 - ------- --------------------------- --------------------------------- ------------------------------------------------ 192. Covanta Energy Group, Inc. PG&E National Energy Group Guarantee, dated September1, 1998, by Covanta Attn: Legal Department Energy Group, Inc. with respect to the Power 7600 Wisconsin Avenue Purchase Agreement (Covanta Haverhill, Inc.) Bethesda, MD 20814 - ------- --------------------------- --------------------------------- ------------------------------------------------ 193. Covanta Energy Group, Inc. Prima S.r.l. Service and Maintenance Guarantee, dated via Ge Falck, 63 February 9, 2001. 20099 Sesto San Giovanni (MI) Italy - ------- --------------------------- --------------------------------- ------------------------------------------------ 194. Covanta Energy Group, Inc. Prima S.r.l. Base Equity Contribution Agreement, dated via GE Falck, 63 February 9, 2001. 20099 Sesto San Giovanni (MI) Italy - ------- --------------------------- --------------------------------- ------------------------------------------------ 195. Covanta Energy Group, Inc. Prima S.r.l. Standby Equity Contribution Agreement, dated via GE Falck, 63 February 8, 2001. 20099 Sesto San Giovanni (Ml) Italy - ------- --------------------------- --------------------------------- ------------------------------------------------ 196. Covanta Energy Group, Inc. Primavera Software Expedition and Project Planner Software for 3 Bala Plaza Project Management. Bala Cynwyd, PA 19004 - ------- --------------------------- --------------------------------- ------------------------------------------------ 197. Covanta Energy Group, Inc. R.H. Company, L.P. Lease Agreement for Warehouse Space at 24J c/o West Essex Management Commerce Road, Fairfield, NJ. 333 Route 46 West Fairfield, NJ 07004 - ------- --------------------------- --------------------------------- ------------------------------------------------ 198. Covanta Energy Group, Inc. Roxio CD-Burning Agreement, dated April 2002. 455 El Camnio Real Santa Clara, CA 95050 - ------- --------------------------- --------------------------------- ------------------------------------------------ 199. Covanta Energy Group, Inc. SONDEL Energia Pulita Confidentiality Agreement, dated November 14, Viale ltalia, 592 2000. 20099 Sesto San Giovanni (MI) Italy - ------- --------------------------- --------------------------------- ------------------------------------------------ 200. Covanta Energy Group, Inc. SpectaGuard Acquisition LLC Security Officer Service Contract. 1275 Valley Brook Avenue Lyndhurst, NJ 07071 - ------- --------------------------- --------------------------------- ------------------------------------------------ 201. Covanta Energy Group, Inc. Sprint (United Tel. Co. of NJ) Service Contract-Phone System Centurium 97 Spencer Lane Service Agmt. Maintenance Contract Annandale, NJ 08801 #M03AXC05L7KYH. - ------- --------------------------- --------------------------------- ------------------------------------------------ 202. Covanta Energy Group, Inc. State Bank of Hyderabad Undertaking to Maintain Controlling Interest Attn: Chief Mgr (Credit) in Ogden Energy India (Samalpatti)-Limited, Head Office, Gunfoundry dated December 16, 1999. Hyderabad 500 001 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 203. Covanta Energy Group, Inc. State Bank of Hyderabad Undertaking for Overrun/Shortfall, dated Attn: Chief Mgr (Credit) December 16, 1999. Head Office, Gunfoundry Hyderabad 500 001 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 204. Covanta Energy Group, Inc. State Bank of Hyderabad Undertaking for Overrun/Shortfall, dated Attn: Chief Mgr (Credit) January 5, 2001. Head Office, Gunfoundry Hyderabad 500 001 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 205. Covanta Energy Group, Inc. State Bank of India Undertaking to Maintain Controlling interest Express Towers, 20th Fl. in Ogden Energy India (Samalpatti) Limited, Nariman Point dated December 16, 1999. Mumbai 400 Q21 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 206. Covanta Energy Group, Inc. State Bank of India Undertaking for Overrun/Shortfall, dated Express Towers, 20th Fl. December 16, 1999. Nariman Point Mumbai 400 Q21 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 207. Covanta Energy Group, Inc. State Bank of India Undertaking for Overrun/Shortfall, dated Express Towers, 20th Fl. January 5, 2001. Nariman Point Mumbai 400 Q21 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 208. Covanta Energy Group, Inc. State Street Bank and Trust Co. Data Access Services Agreement, dated March 8, 225 Franklin St. 2000. Boston, MA 02110 - ------- --------------------------- --------------------------------- ------------------------------------------------ 209. Covanta Energy Group, Inc. Symantec Firewall, Webnot and VPN Protection Agreement. 2400 Research Blvd. Rockville, MD 20850 - ------- --------------------------- --------------------------------- ------------------------------------------------ 210. Covanta Energy Group, Inc. Symantec Norton Antivirus/Ghost Agreement. 2400 Research Blvd. Rockville, MD 20850 - ------- --------------------------- --------------------------------- ------------------------------------------------ 211. Covanta Energy Group, Inc. The Vysya Bank, Ltd. Undertaking to Maintain Controlling Interest 210 Mittal Tower A Wing In Ogden Energy India (Samalpatti) Limited, Nariman Pt., Mumbai 400 021 dated December 16, 1999. India - ------- --------------------------- --------------------------------- ------------------------------------------------ 212. Covanta Energy Group, Inc. The Vysya Bank, Ltd. Undertaking for Overrun/Shortfall, dated 210 Mittal Tower A Wing December 16, 1999. Nariman Point, Mumbai 400 021 India - ------- --------------------------- --------------------------------- ------------------------------------------------ 213. Covanta Energy Group, Inc. Track-IT/Intuit, Inc. P.C. Inventory Agreement, dated August 2002. 2202 North West Shore Blvd. Ste. 650 Tampa, FL 33607 - ------- --------------------------- --------------------------------- ------------------------------------------------ 214. Covanta Energy Group, Inc. Travel Forum, Inc. Travel Services Agreement, as amended by 590 Union Blvd. letter dated April 4, 2002. Totowa, NJ 07512 - ------- --------------------------- --------------------------------- ------------------------------------------------ 215. Covanta Energy Group, Inc. United Infrastructure Co., LLC Letter Agreement, dated October 16, 2001. P.O. Box 193965 San Francisco, CA 94119-3965 - ------- --------------------------- --------------------------------- ------------------------------------------------ 216. Covanta Energy Group, Inc. United Parcel Service UPS Contract Carrier Agreement P640005349. 799 Jefferson Road Parsippany, NJ 07054 - ------- --------------------------- --------------------------------- ------------------------------------------------ 217. Covanta Energy Group, Inc. Veritas Back-up Software Contract. 400 International Pkwy. Heathrow, FL 32746-5037 - ------- --------------------------- --------------------------------- ------------------------------------------------ 218. Covanta Energy Group, Inc. Vijaya Bank Undertaking to Maintain Controlling Interest EMCA House in Ogden Energy India (Samalpatti) Limited, 289 Shahid Bhagat Singh Rd. dated December 16, 1999. Fon, Mumbai 400 001, India - ------- --------------------------- --------------------------------- ------------------------------------------------ 219. Covanta Energy Group, Inc. Vijaya Bank Undertaking for Overrun/Shortfall, dated EMCA House December 16, 1999. 289 Shahid Bhagat Singh Rd. Fon, Mumbai 400 001, India - ------- --------------------------- --------------------------------- ------------------------------------------------ 220. Covanta Energy Group, Inc. Webtrends Yearly Maintenance Agreement, dated June 2003. NetIQ Corporation 3553 N. First St. San Jose, CA 95134 - ------- --------------------------- --------------------------------- ------------------------------------------------ 221. Covanta Energy Group, Inc. Wireless Knowledge Server Software for Handheld Email Access 5012 Waterridge Vista Dr. Contract. San Diego, CA 92121 - ------- --------------------------- --------------------------------- ------------------------------------------------ 222. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for Engineering 8830 Copier. 300 Tice Boulevard Woodcliff Lake, NJ 07675 - ------- --------------------------- --------------------------------- ------------------------------------------------ 223. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for DC555SHC 201 Littleton Road (Serial Number FWT012380) Morris Plains, NJ 07950 - ------- --------------------------- --------------------------------- ------------------------------------------------ 224. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for DC555SHC 201 Littleton Road (Serial Number FWT012954) Morris Plains, NJ 07950 - ------- --------------------------- --------------------------------- ------------------------------------------------ 225. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for DC555SHC 201 Littleton Road (Serial Number FWT015044) Morris Plains, NJ 07950 - ------- --------------------------- --------------------------------- ------------------------------------------------ 226. Covanta Energy Group, Inc. Xerox Corporation Lease Agreement for DC555SHC 201 Littleton Road (Serial Number FWT016251) Morris Plains, NJ 07950 - ------- --------------------------- --------------------------------- ------------------------------------------------ 227. Covanta Power Chase Manhattan Bank Pledge Agreement, dated as of December 10, International Holdings, 450 West 33rd Street 1996, related to the pledge of shares of OPI Inc. 15th Floor Quezon, Inc. New York, NY 10001-2697 - ------- --------------------------- --------------------------------- ------------------------------------------------ 228. Covanta Power Alliant Energy Intl, Inc. Confidentiality Agreement, dated January 9, International Holdings, Town Center, Ste. 210 2002. Inc. 201 Third Avenue SE Cedar Rapids, IA 52401 - ------- --------------------------- --------------------------------- ------------------------------------------------ 229. Covanta Power CLC Ingenieros Asoc. Cia Ltd Shareholders Agreement (P.H. Don Pedro S.A.), International Holdings, c/o Energia Global de CR dated May 31, 1995.2 Inc. Apartado 1957-1000 San Jose, Costa Rica - ------- --------------------------- --------------------------------- ------------------------------------------------ 230. Covanta Power CLC Ingenieros Asoc. Cia Ltd Shareholders Agreement (P.H. Rio Volcan International Holdings, c/o Energia Global de CR S.A.).5 Inc. Apartado 1957-1000 San Jose, Costa Rica - ------- --------------------------- --------------------------------- ------------------------------------------------ 231. Covanta Power EIF Costa Rica, L.L.C. Shareholders Agreement (P.H. Don Pedro S.A.), International Holdings, 200 Berkeley, 20th FI. dated May 31, 1995. 5 Inc. Boston, MA 02116 - ------- --------------------------- --------------------------------- ------------------------------------------------ 232. Covanta Power EIF Costa Rica, LLC. Shareholders Agreement (P.H. Rio Volcan International Holdings, 200 Berkeley Street, 20th Fl. S.A.). 5 Inc. Boston, MA 02116 - ------- --------------------------- --------------------------------- ------------------------------------------------ 233. Covanta Power Energia Global de Costa Rica Shareholders Agreement (P.H. Rio Volcan International Holdings, Apartado 1957-1000 S.A.). 5 Inc. San Jose, Costa Rica - ------- --------------------------- --------------------------------- ------------------------------------------------ 234. Covanta Power Energia Global de Costa Rica Shareholders Agreement (P.H. Don Pedro S.A.), International Holdings, Apartado 1957-1000 dated May 31, 1995. 5 Inc. San Jose, Costs Rica - ------- --------------------------- --------------------------------- ------------------------------------------------ 235. Covanta Power Energia Global, Inc. Shareholders Agreement (P.H. Rio Volcan International Holdings, 101 Edgewater Drive S.A.). 5 Inc. Wakefield, MA 01680 - ------- --------------------------- --------------------------------- ------------------------------------------------ 236. Covanta Power Energia Global, Inc. Shareholders Agreement (P.H. Don Pedro S.A.), International Holdings, 101 Edgewater Drive dated May 31, 1995. 5 Inc. Wakefield, MA 01880 - ------- --------------------------- --------------------------------- ------------------------------------------------ 237. Covanta Power General Electric Capital Corp. Shareholders Agreement (RH. Rio Volcan S.A.). International Holdings, 120 Long Ridge Road 5 Inc. Stamford, CT 06927 - ------- --------------------------- --------------------------------- ------------------------------------------------ 238. Covanta Power General Electric Capital Corp. Pledge Agreement (P.H. Rio Volcan S.A.). 5 International Holdings, 120 Long Ridge Road Inc. Stamford, CT 06927 - ------- --------------------------- --------------------------------- ------------------------------------------------ 239. Covanta Power General Electric Capital Corp. Pledge Agreement (P.H. Don Pedro S.A.), dated International Holdings, 120 Long Ridge Road May 31,1995. 5 Inc. Stamford, CT 06927 - ------- --------------------------- --------------------------------- ------------------------------------------------ 240. Covanta Power General Electric Capital Corp. Shareholders Agreement (P.H. Don Pedro S.A.), International Holdings, 120 Long Ridge Road dated May 31, 1995. 5 Inc. Stamford, CT 06927 - ------- --------------------------- --------------------------------- ------------------------------------------------ 241. Covanta Projects Inc. City and County of Honolulu Consent and Release Agreement, dated as of 530 South King Street December 21, 1992, among the City and County Honolulu, HI 96813 of Honolulu, Combustion Engineering, Inc., and Covanta Projects, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 242. Covanta Projects, Inc. ABB, Inc/Combustion Engineering Assignment and Assumption Agreement, dated 501 Merritt 7 December 21, 1992, between Combustion P.O. Box 5308 Engineering, Inc. and Covanta Projects, Inc. Norwalk, CT 06851 - ------- --------------------------- --------------------------------- ------------------------------------------------ 243. Covanta Projects, Inc. ABB, Inc/Combustion Engineering Consent Guarantee and Release Agreement, dated 501 Merritt 7 December 17, 1992, among Connecticut Resources P.O. Box 5308 Recovery Authority, Combustion Engineering. Norwalk, CT 06851 Inc, and Covanta Projects, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 244. Covanta Projects, Inc. Aircraft Services Corporation Consent and Release Agreement, dated as of 120 Long Ridge Road December 31, 1992, among Aircraft Services Stamford, CT 06927 Corporation, Resource Recovery Business Trust 1991-B, Combustion Engineering, Inc., and Covanta Projects, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 245. Covanta Projects, Inc. Aircraft Services Corporation Agreement, dated January 8, 1993, among 120 Long Ridge Road Aircraft Services Corporation, Resource Stamford, CT 06927 Recovery Business Trust 1991-B, Covanta Projects, Inc, Covanta Energy Corporation, and Michigan Waste Energy, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 246. Covanta Projects, Inc. Alstom Power Inc. Confidentiality Agreement, dated October 31, Turbine Generator Division 2001. 2800 Waterford Lakes Drive Midlothian, VA 23122 - ------- --------------------------- --------------------------------- ------------------------------------------------ 247. Covanta Projects, Inc. Babcock & Wilcox Company Agreement between Joy Environmental 20 S. Van Buren Avenue Technologies, Inc. and Ogden Projects, Inc., Barberton, OH, U.S.A 44203-0351 dated April 24, 1995 and May 22, 1995, as assigned to The Babcock & Wilcox Company Babcock & Wilcox Company pursuant to an Assignment and Assumption c/o Loeb & Loeb LLP Agreement by and among Joy Environmental 345 Park Avenue Technologies, Inc., Ogden Projects, Inc. and New York, NY 10154 The Babcock & Wilcox Company dated December 22, 1995. - ------- --------------------------- --------------------------------- ------------------------------------------------ 248. Covanta Projects, Inc. Brazos Asset Management, Inc. Confidentiality Agreement, dated April 21, 600 E. Las Colinas Blvd, 4th Fl 1994. LB 178 Irving, TX 75039 - ------- --------------------------- --------------------------------- ------------------------------------------------ 249. Covanta Projects, Inc. Chase Manhattan Bank Acknowledgment and Consent Agreement, dated as 450 West 33rd Street of December 10, 1996, related to the 15th Floor collateral assignment of the Operator New York, NY 10001-2697 Guarantee. - ------- --------------------------- --------------------------------- ------------------------------------------------ 250. Covanta Projects, Inc. Combustion Engineering, Inc. Consent and Release Agreement, dated as of 501 Merritt 7 December 31, 1992, among PMCC, Resource P.O. Box 5308 Recovery Business Trust 1991-A, Combustion Norwalk, CT 06851 Engineering, Inc., and Covanta Projects, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 251. Covanta Projects, Inc. Combustion Engineering, Inc. Consent, Guaranty and Release Agreement, dated 501 Merritt 7 as of December 17, 1992, among Connecticut P.O. Box 5308 Resource Recovery Authority, Combustion Norwalk, CT 06851 Engineering, Inc., and Covanta Projects, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 252. Covanta Projects, Inc. Combustion Engineering, Inc. Consent and Release Agreement, dated as of 501 Merritt 7 December 21, 1992, among The Detroit Edison P.O., Box 5308 Company, Combustion Engineering, Inc., and Norwalk, CT 06851 Covanta Projects, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 253. Covanta Projects, Inc. Connecticut Resource Recovery Consent, Guaranty and Release Agreement, dated Authority as of December 17, 1992, among Connecticut 100 Constitution Plaza Resource Recovery Authority, Combustion 17th Floor Engineering, Inc., and Covanta Projects, Inc. Hartford, CT 06103 - ------- --------------------------- --------------------------------- ------------------------------------------------ 254. Covanta Projects, Inc. Detroit Edison Company Consent and Release Agreement, dated as of 2000 Second Avenue December 21, 1992, among The Detroit Edison Detroit, Ml 48226 Company, Combustion Engineering, Inc., and Covanta Projects, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 255. Covanta Projects, Inc. Enercon America, Ltd. Confidentiality Agreement, dated October 31, 540 Tansy Lane 1996. Westerville, OH 43081 - ------- --------------------------- --------------------------------- ------------------------------------------------ 256. Covanta Projects, Inc. ESI Energy Confidentiality Agreement, dated November 11, 1400 Centrepark Blvd. 1993. Suite 600 West Palm Beach, FL 33401 - ------- --------------------------- --------------------------------- ------------------------------------------------ 257. Covanta Projects, Inc. Governmental Utility Svcs Corp. Guarantee, dated June 1, 1998, by Covanta 1825 Third Ave. North Projects, Inc. for the benefit of the Bessemer, AL 35020 Governmental Utility Services Corporation of the City of Bessemer, Alabama. - ------- --------------------------- --------------------------------- ------------------------------------------------ 258. Covanta Projects, Inc. Greater Detroit Res. Recovery Guarantee, dated October 21, 1991, and amended Attn: Michael Brinker, Director July 1, 1996, between Covanta Energy 5700 Russell St Corporation and Ogden Projects, Inc., Michigan Detroit, Ml 48211 Water-to-Energy, Inc., and the Greater Detroit Resource Recovery Authority. - ------- --------------------------- --------------------------------- ------------------------------------------------ 259. Covanta Projects, Inc. Herb Druckman Consulting Agreement. 56F Beacon Hill Road West Milford, NJ 07460 - ------- --------------------------- --------------------------------- ------------------------------------------------ 260. Covanta Projects, Inc. Hoffman Environmental Systems Confidentiality Agreement, dated October 28, 125 S. Jefferson St. 1993. Suite 201 Green Bay, WI 54301 - ------- --------------------------- --------------------------------- ------------------------------------------------ 261. Covanta Projects, Inc. Oracle Support and Software Maintenance Contract. 12320 Oracle Blvd. Colorado Springs, CO 80921 - ------- --------------------------- --------------------------------- ------------------------------------------------ 262. Covanta Projects, Inc. PMCC Leasing Corporation Consent and Release Agreement, dated as of 200 First Stamford Place December 31, 1992, among PMCC, Resource Stamford, CT 06902 Recovery Business Trust 1991-A, Combustion Engineering, Inc., and Covanta Projects, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 263. Covanta Projects, Inc. PMCC Leasing Corporation Agreement among PMCC, Resource Recovery 200 First Stamford Place Business Trust 1991-A, Covanta Projects, Inc., Stamford, CT 06902 Covanta Energy Corporation, and Michigan Waste to Energy, Inc. - ------- --------------------------- --------------------------------- ------------------------------------------------ 264. Covanta Projects, Inc. Quezon Power (Philippines) Ltd. Operator Guarantee, dated as of December 10, 26/F Orient Square Bldg. 1996, by Covanta Projects, Inc. in favor of Emerald Ave. Ortigas Ctr. 1206 Quezon Power (Philippines), Limited Co. Pasig City, Philippines The Chase Manhattan Bank Attn: David G. Safer 540 W. 33rd Street, 15th Floor New York, N.Y. 10101 - ------- --------------------------- --------------------------------- ------------------------------------------------ 265. Covanta Projects, Inc. Resource Recovery Business Consent and Release Agreement, dated as of Trust 1991-B December 31, 1992, among Aircraft Services Wilmington Trust Company Corporation, Resource Recovery Business Trust Rodney Square North 1991-B, Combustion Engineering, Inc., and 1100 N. Market Street Covanta Projects, Inc. Wilmington, DE 19899 - ------- --------------------------- --------------------------------- ------------------------------------------------ 266. Covanta Projects, Inc. Resource Recovery Business Agreement, dated January 8, 1993, among Trust 1991-B Aircraft Services Corporation, Resource Wilmington Trust Company Recovery Business Trust 1991-B, Covanta Rodney Square North Projects, Inc, Covanta Energy Corporation, and 1100 N. Market Street Michigan Waste Energy, Inc. Wilmington, DE 19899 - ------- --------------------------- --------------------------------- ------------------------------------------------ 267. Covanta Projects, Inc. Resource Recovery Business Consent and Release Agreement, dated as of Trust 1991-B December 31, 1992, among PMCC, Resource Wilmington Trust Company Recovery Business Trust 1991-A, Combustion Rodney Square North Engineering, Inc., and Covanta Projects, Inc. 1100 N. Market Street Wilmington, DE 19899 - ------- --------------------------- --------------------------------- ------------------------------------------------ 268. Covanta Projects, Inc. Resource Recovery Business Agreement among PMCC, Resource Recovery Trust 1991-B Business Trust 1991-A, Covanta Projects, Inc., Wilmington Trust Company Covanta Energy Corporation, and Michigan Waste Rodney Square North to Energy, Inc. 1100 N. Market Street Wilmington, DE 19899 - ------- --------------------------- --------------------------------- ------------------------------------------------ 269. Covanta Projects, Inc. Sunguard Recovery Svc. Recovery Services Agreement. 680 E. Swedesford Road Wayne, PA 19087 - ------- --------------------------- --------------------------------- ------------------------------------------------ 270. Covanta Projects, Inc. Task Associates Lease for warehouse space at 4 Commerce Road, 414 Fairfield Road Fairfield, NJ. Fairfield, NJ 07006 - ------- --------------------------- --------------------------------- ------------------------------------------------ 271. Covanta Projects, Inc. The Blackstone Group Confidentiality Agreement, dated June 8, 1993. 345 Park Ave. New York, NY 10154 - ------- --------------------------- --------------------------------- ------------------------------------------------ 272. Covanta Projects, Inc. Thermoselect Incorporated Confidentiality Agreement, dated March 15, 201 West Big Beaver Road 1995. Suite 230 Troy, Ml 48084 - ------- --------------------------- --------------------------------- ------------------------------------------------ 273. Covanta Projects, Inc. UBS Securities, Inc. Confidentiality Agreement, dated March 1, 1996. 299 Park Ave. New York NY 10171 - ------- --------------------------- --------------------------------- ------------------------------------------------ 274. Covanta Projects, Inc. Wheelabrator Environmental Sys. Confidentiality Agreement in regard to Liberty Lane WES-Phix, dated June 14, 1994. Hampton, NH 03842 - ------- --------------------------- --------------------------------- ------------------------------------------------
1 Subject of Reorganizing Debtors pending objection to the proof of claim of F. Browne Gregg, assumption or rejection of contract to be determined by Debtor at a later date. 2 The Debtors believe that this contract was transferred pre-petition to Enereurope Holdings III, an affiliate of the Debtors. Certain parties are contesting that the transfer was effective. To the extent the transfer was ineffective, this Debtor is treating the contract (if executory) as an executory contract of this Debtor and is assuming the contract. EXHIBIT 9.1B TO THE REORGANIZATION PLAN LIST OF ASSUMING DEBTORS Assuming Debtor Case Number - --------------- ------------- Covanta Acquisition, Inc. 02-40861 (CB) Covanta Alexandria/Arlington, Inc. 02-40929 (CB) Covanta Babylon, Inc. 02-40928 (CB) Covanta Bessemer, Inc. 02-40862 (CB) Covanta Bristol, Inc. 02-40930 (CB) Covanta Cunningham Environmental Support, Inc. 02-40863 (CB) Covanta Energy Construction, Inc. 02-40870 (CB) Covanta Energy Resource Corp. 02-40915 (CB) Covanta Energy Services, Inc. 02-40899 (CB) Covanta Energy West, Inc. 02-40871 (CB) Covanta Engineering Services, Inc. 02-40898 (CB) Covanta Fairfax, Inc. 02-40931 (CB) Covanta Geothermal Operations Holdings, Inc. 02-40873 (CB) Covanta Geothermal Operations, Inc. 02-40872 (CB) Covanta Heber Field Energy, Inc. 02-40893 (CB) Covanta Hennepin Energy Resource Co., L.P. 02-40906 (CB) Covanta Hillsborough, Inc. 02-40932 (CB) Covanta Honolulu Resource Recovery Venture 02-40905 (CB) Covanta Huntington Limited Partnership 02-40916 (CB) Covanta Huntington Resource Recovery One Corp. 02-40919 (CB) Covanta Huntington Resource Recovery Seven Corp. 02-40920 (CB) Covanta Huntsville, Inc. 02-40933 (CB) Covanta Hydro Energy, Inc. 02-40894 (CB) Covanta Hydro Operations West, Inc. 02-40875 (CB) Covanta Hydro Operations, Inc. 02-40874 (CB) Covanta Imperial Power Services, Inc. 02-40876 (CB) Covanta Indianapolis, Inc. 02-40934 (CB) Covanta Kent, Inc. 02-40935 (CB) Covanta Lancaster, Inc. 02-40937 (CB) Covanta Lee, Inc. 02-40938 (CB) Covanta Long Island, Inc. 02-40917 (CB) Covanta Marion Land Corp. 02-40940 (CB) Covanta Marion, Inc. 02-40939 (CB) Covanta Mid-Conn, Inc. 02-40911 (CB) Covanta Montgomery, Inc. 02-40941 (CB) Covanta New Martinsville Hydro-Operations Corp. 02-40877 (CB) Covanta Oahu Waste Energy Recovery, Inc. 02-40912 (CB) Covanta Onondaga Five Corp. 02-40926 (CB) Covanta Onondaga Four Corp. 02-40925 (CB) Covanta Onondaga Limited Partnership 02-40921 (CB) Covanta Onondaga Operations, Inc. 02-40927 (CB) Covanta Onondaga Three Corp. 02-40924 (CB) Covanta Onondaga Two Corp. 02-40923 (CB) Covanta Onondaga, Inc. 02-40922 (CB) Covanta Operations of Union, LLC 02-40909 (CB) Covanta OPW Associates, Inc. 02-40908 (CB) Covanta OPWH, Inc. 02-40907 (CB) Covanta Pasco, Inc. 02-40943 (CB) Covanta Plant Services of New Jersey, Inc. 02-40900 (CB) Covanta Power Development of Bolivia, Inc. 02-40856 (CB) Covanta Power Development, Inc. 02-40855 (CB) Covanta Power Equity Corp. 02-40895 (CB) Covanta Projects of Hawaii, Inc. 02-40913 (CB) Covanta Projects of Wallingford, L.P. 02-40903 (CB) Covanta RRS Holdings, Inc. 02-40910 (CB) Covanta Secure Services, Inc. 02-40901 (CB) Covanta SIGC Geothermal Operations, Inc. 02-40883 (CB) Covanta Stanislaus, Inc. 02-40944 (CB) Covanta Systems, Inc. 02-40948 (CB) Covanta Union, Inc. 02-40946 (CB) Covanta Wallingford Associates, Inc. 02-40914 (CB) Covanta Waste to Energy of Italy, Inc. 02-40902 (CB) Covanta Waste to Energy, Inc. 02-40949 (CB) Covanta Water Holdings, Inc. 02-40866 (CB) Covanta Water Systems, Inc. 02-40867 (CB) Covanta Water Treatment Services, Inc. 02-40868 (CB) DSS Environmental, Inc. 02-40869 (CB) ERC Energy II, Inc. 02-40890 (CB) ERC Energy, Inc. 02-40891 (CB) Heber Field Energy II, Inc. 02-40892 (CB) Heber Loan Partners 02-40889 (CB) OPI Quezon, Inc. 02-40860 (CB) Three Mountain Operations, Inc. 02-40879 (CB) Three Mountain Power, LLC 02-40880 (CB) EXHIBIT 9.1B(s) TO THE REORGANIZATION PLAN ASSUMING DEBTORS' SCHEDULE OF REJECTED CONTRACTS AND LEASES ----------------------------------------------------------- As of the Effective Date, all executory contracts and unexpired leases to which each Assuming Debtor is a party shall be deemed assumed except for any executory contract or unexpired lease that (i) has been previously assumed or rejected pursuant to a Final Order of the Bankruptcy Court, (ii) is specifically designated as a contract or lease on this schedule, or (iii) is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Reorganizing Debtors prior to the Effective Date. The Assuming Debtors reserve the right to add or remove executory contracts and unexpired leases to or from this schedule at any time prior to the Effective Date.
- ------- ----------------------------- ---------------------------------- --------------------------------------------- Name of Assuming Debtor Name and Address Description of Contract that is the of the Counterparty Party to the Contract (or Other Party) to the Contract - ------- ----------------------------- ---------------------------------- --------------------------------------------- 1. Covanta Acquisition, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 2. Covanta No executory contract or unexpired lease Alexandria/Arlington, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 3. Covanta Babylon, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 4. Covanta Bessemer, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 5. Covanta Bristol, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 6. Covanta Cunningham No executory contract or unexpired lease Environmental Support, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 7. Covanta Energy No executory contract or unexpired lease Construction, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 8. Covanta Energy Resource No executory contract or unexpired lease Corporation will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 9. Covanta Energy Services, No executory contract or unexpired lease Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 10. Covanta Energy West, Inc. Cakmak Ortak Avukat Buroso Engagement Letter signed June 6, 2000. Piyade Sokak No. 18 Portakal Cicegi Apt C BlokKat2 06550 Cankaya, Ankara Turkey - ------- ----------------------------- ---------------------------------- --------------------------------------------- 11. Covanta Energy West, Inc. Elektrocieplownia Bialystok SA EC Bialystok Privatization: Information Towarzystwo Doradztwa Memorandum, dated April11, 2000. Inwestcycyjnego Al.Jerozlimske 47/4, 00-697 Warszawa, 00-698 POLAND - ------- ----------------------------- ---------------------------------- --------------------------------------------- 12. Covanta Energy West, Inc. ERG Construction Co. Confidentiality Agreement, dated October Iran Caddesi, 57 16, 1999. 06700 Cankaya, Ankara Turkey - ------- ----------------------------- ---------------------------------- --------------------------------------------- 13. Covanta Energy West, Inc. Pricewaterhouse Coopers Engagement Letter dated October 26, 2000. Securities LLC 630 Fifth Avenue New York, NY 10111 - ------- ----------------------------- ---------------------------------- --------------------------------------------- 14. Covanta Energy West, Inc. Pricewaterhouse Coopers Consulting Agreement signed June15, 2000. 1 Embarkment Place London WC2N 6NN United Kingdom - ------- ----------------------------- ---------------------------------- --------------------------------------------- 15. Covanta Energy West, Inc. Pricewaterhouse Coopers Consulting Agreement signed December 13, 1 Embarkment Place 1999. London WC2N 6NN United Kingdom - ------- ----------------------------- ---------------------------------- --------------------------------------------- 16. Covanta Energy West, Inc. White & Case Musavirlik Ltd. Engagement Letter signed June 6, 2000. Pivade Sokak No. 18 Portakal Cicegi Apt C BlokKat2 06550 Cankaya, Ankara Turkey - ------- ----------------------------- ---------------------------------- --------------------------------------------- 17. Covanta Engineering No executory contract or unexpired lease Services, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 18. Covanta Fairfax, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 19. Covanta Geothermal No executory contract or unexpired lease Operations Holdings, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 20. Covanta Geothermal Assumption and Rejection of Executory Operations, Inc. Contracts and Unexpired Leases are handled on Schedules to the Heber Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as amended. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 21. Covanta Heber Field Energy, Assumption and Rejection of Executory Inc. Contracts and Unexpired Leases are handled on Schedules to the Heber Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as amended. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 22. Covanta Hennepin Energy No executory contract or unexpired lease Resource, Co., L.P. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 23. Covanta Hillsborough, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 24. Covanta Honolulu Resource No executory contract or unexpired lease Recovery Venture will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 25. Covanta Huntington Limited No executory contract or unexpired lease Partnership will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 26. Covanta Huntington Resource No executory contract or unexpired lease Recovery One Corporation will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 27. Covanta Huntington Resource No executory contract or unexpired lease Recovery Seven Corporation will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 28. Covanta Huntsville, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 29. Covanta Hydro Energy, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 30. Covanta Hydro-Operations No executory contract or unexpired lease West, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 31. Covanta Hydro-Operations, No executory contract or unexpired lease Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 32. Covanta Imperial Power Assumption and Rejection of Executory Services, Inc. Contracts and Unexpired Leases are handled on Schedules to the Heber Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as amended. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 33. Covanta Indianapolis, Inc No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 34. Covanta Kent, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 35. Covanta Lancaster, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 36. Covanta Lee, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 37. Covanta Long Island, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 38. Covanta Marion Land No executory contract or unexpired lease Corporation will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 39. Covanta Marion, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 40. Covanta Mid-Conn, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 41. Covanta Montgomery, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 42. Covanta New Martinsville No executory contract or unexpired lease Hydro-Operations Corporation will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 43. Covanta Oahu Waste Energy No executory contract or unexpired lease Recovery, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 44. Covanta Onondaga Limited No executory contract or unexpired lease Partnership will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 45. Covanta Onondaga Two Corp. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 46. Covanta Onondaga Three Corp. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 47. Covanta Onondaga Four Corp. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 48. Covanta Onondaga Five Corp. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 49. Covanta Operations of No executory contract or unexpired lease Union, LLC will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 50. Covanta OPW Associates, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 51. Covanta OPWH, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 52. Covanta Pasco, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 53. Covanta Plant Services of No executory contract or unexpired lease New Jersey, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 54. Covanta Power Development No executory contract or unexpired lease of Bolivia, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 55. Covanta Power Development, No executory contract or unexpired lease Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 56. Covanta Power Equity No executory contract or unexpired lease Corporation will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 57. Covanta Projects of Hawaii, No executory contract or unexpired lease Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 58. Covanta Projects of No executory contract or unexpired lease Wallingford, L.P will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 59. Covanta RRS Holdings, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 60. Covanta Secure Services, No executory contract or unexpired lease Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 61. Covanta SIGC Geothermal Assumption and Rejection of Executory Operations, Inc. Contracts and Unexpired Leases are handled on Schedules to the Heber Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as amended. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 62. Covanta Stanislaus, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 63. Covanta Systems, Inc. F. Browne Gregg Agreement, dated October 17, 1988, as 1616 S. 14th St. amended.1 Leesburg, FL 32718 - ------- ----------------------------- ---------------------------------- --------------------------------------------- 64. Covanta Systems, Inc. F. Browne Gregg First Amendment Agreement, dated November 1616 S. 14th St. 10, 1988.2 Leesburg, FL 32718 - ------- ----------------------------- ---------------------------------- --------------------------------------------- 65. Covanta Systems, Inc. F. Browne Gregg 2nd First Amendment Agreement, dated 1616 S. 14th St. January 4, 2000.3 Leesburg, FL 32718 - ------- ----------------------------- ---------------------------------- --------------------------------------------- 66. Covanta Union, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 67. Covanta Wallingford No executory contract or unexpired lease Associates, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 68. Covanta Waste to Energy of No executory contract or unexpired lease Italy, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 69. Covanta Waste to Energy, No executory contract or unexpired lease Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 70. Covanta Water Holdings, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 71. Covanta Water Systems, Inc. Ogden Yorkshire Water Company Engineering, Marketing and Operations 40 Lane Road Service Agreement, dated October 21, 1996. CN2615 Fairfield, NJ 07007 - ------- ----------------------------- ---------------------------------- --------------------------------------------- 72. Covanta Water Systems, Inc. Yorkshire Water Intl Ltd. Engineering, Marketing and Operations 2 The Embankment, Sovereign St. Service Agreement, dated October 21, 1996. Attn: Managing Director Leeds, LSI 4BG United Kingdom - ------- ----------------------------- ---------------------------------- --------------------------------------------- 73. Covanta Water Systems, Inc. Yorkshire Water plc Engineering, Marketing and Operations 2 The Embankment, Sovereign St. Service Agreement, dated October 21, 1996. Attn: Managing Director Leeds, LSI 45B United Kingdom - ------- ----------------------------- ---------------------------------- --------------------------------------------- 74. Covanta Water Treatment No executory contract or unexpired lease Services, Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 75. DSS Environmental, Inc. Olivia Development, LLC Lease Agreement for Office Space. Mr. Steve Olivia, Jr. 2037 Fly Road East Syracuse, NY 13057 - ------- ----------------------------- ---------------------------------- --------------------------------------------- 76. ERC Energy II, Inc. Assumption and Rejection of Executory Contracts and Unexpired Leases are handled on Schedules to the Heber Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as amended. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 77. ERC Energy, Inc. Assumption and Rejection of Executory Contracts and Unexpired Leases are handled on Schedules to the Heber Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as amended. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 78. Heber Field Energy II, Inc. Assumption and Rejection of Executory Contracts and Unexpired Leases are handled on Schedules to the Heber Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as amended. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 79. Heber Loan Partners Assumption and Rejection of Executory Contracts and Unexpired Leases are handled on Schedules to the Heber Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as amended. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 80. OPI Quezon, Inc. No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 81. Three Mountain Operations, No executory contract or unexpired lease Inc. will be rejected. - ------- ----------------------------- ---------------------------------- --------------------------------------------- 82. Three Mountain Power, LLC No executory contract or unexpired lease will be rejected. - ------- ----------------------------- ---------------------------------- ---------------------------------------------
1 Subject of Reorganizing Debtors' pending objection to the proof of claim of F. Browne Gregg, assumption or rejection of contract to be determined by Debtor at a later date. 2 Subject of Reorganizing Debtors' pending objection to the proof of claim of F. Browne Gregg, assumption or rejection of contract to be determined by Debtor at a later date. 3 Subject of Reorganizing Debtors' pending objection to the proof of claim of F. Browne Gregg, assumption or rejection of contract to be determined by Debtor at a later date. EX-2.2 4 cov-8kex22.txt EXHIBIT B TO CONFIRMATION ORDER CLEARY, GOTTLIEB, STEEN & HAMILTON Deborah M. Buell (DB 3562) James L. Bromley (JB 5125) One Liberty Plaza New York, New York 10006 and JENNER & BLOCK, LLC Vincent E. Lazar (VL 7320) Christine L. Childers (CC 0092) One IBM Plaza Chicago, Illinois 60611 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------x : In re: : Chapter 11 Case Nos. 02-40826 (CB) et al. -- --- OGDEN NEW YORK SERVICES, INC., et al., : -- --- (Jointly Administered) Debtors and Debtors in Possession : ------------------------------------------x DEBTORS' SECOND JOINT PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE March 2, 2004 Ogden New York Services, Inc. and certain affiliates listed on Exhibit 1 attached hereto as debtors and debtors in possession under Chapter 11 of title 11 of the United States Code, in each of their separate cases, which have been consolidated for procedural purposes only, (each a "Liquidating Debtor" and collectively, the "Liquidating Debtors"), hereby propose and file this following Second Joint Plan of Liquidation (the "Liquidation Plan"). Page ARTICLE I DEFINITIONS AND INTERPRETATION...............................1 1.1 Definitions......................................................1 ARTICLE II TREATMENT OF ADMINISTRATIVE...........................15 2.1 Non-Classification..............................................15 2.2 Administrative Expense Claims...................................15 2.3 Compensation and Reimbursement Claims...........................15 2.4 Priority Tax Claims.............................................16 2.5 DIP Financing Facility Claims...................................17 ARTICLE III CLASSIFICATION OF CLAIMS AND INTERESTS......................17 3.1 General Rules of Classification.................................17 ARTICLE IV TREATMENT OF CLAIMS AND EQUITY INTERESTS..............18 4.1 Class 1-- Allowed Priority Non-Tax Claims.......................18 4.2 Class 2-- Intentionally Omitted.................................18 4.3 Subclass 3A-- Allowed Liquidation Secured Claims................18 4.4 Class 3B-- Allowed Other Secured Liquidation Claims.............19 4.5 Class 4-- Intentionally Omitted.................................19 4.6 Class 5-- Intentionally Omitted.................................19 4.7 Class 6-- Intentionally Omitted.................................19 4.8 Class 7-- Unsecured Liquidation Claims..........................19 4.9 Class 8-- Intentionally Omitted.................................20 4.10 Class 9-- Intercompany Claims...................................20 4.11 Class 10-- Intentionally Omitted................................20 4.12 Class 11-- Equity Interests in the Liquidating Debtors..........20 4.13 Class 12-- Intentionally Omitted................................20 4.14 Class 13-- Intentionally Omitted................................20 ARTICLE V ACCEPTANCE OR REJECTION OF THE LIQUIDATION PLAN.............20 5.1 Voting of Claims................................................20 5.2 Acceptance by an Impaired Class.................................21 5.3 Presumed Acceptance of Plan.....................................21 5.4 Presumed Rejection of Plan......................................21 5.5 Cramdown........................................................21 ARTICLE VI MEANS FOR IMPLEMENTATION....................................21 6.1 Actions Occurring On the Effective Date.........................21 6.2 Fractional Interests............................................22 6.3 Order of Distributions..........................................22 6.4 Time of Distributions...........................................23 6.5 Settlements.....................................................23 6.6 No Interim Cash Payments of $100 or Less on Account of Allowed Claims Prior to Final Liquidation Distribution Date...............................................23 6.7 Unclaimed Property..............................................23 6.8 Withholding Taxes...............................................24 6.9 Reservation of Rights of the Estate.............................24 ARTICLE VII PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS.......24 7.1 No Distribution Pending Allowance...............................24 7.2 Resolution of Disputed Claims and Equity Interests..............24 7.3 Estimation of Claims and Equity Interests.......................25 7.4 Reserve Account for Disputed Claims.............................25 7.5 Allowance of Disputed Claims....................................25 ARTICLE VIII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.......26 8.1 General Treatment...............................................26 8.2 Cure of Defaults................................................26 8.3 Approval of Assumption and Assignment of Executory Contracts on the Schedule of Assumed Contracts and Leases............................................27 8.4 Approval of Rejection of Executory Contracts and Unexpired Leases..........................................................27 8.5 Deemed Consents and Deemed Compliance...........................27 8.6 Bar Date for Filing Proofs of Claim Relating to Executory Contracts and Unexpired Leases Rejected Pursuant to the Liquidation Plan.......................27 8.7 Reservation of Rights Under Insurance Policies and Bonds........28 ARTICLE IX THE LIQUIDATING TRUSTEE.....................................28 9.1 Appointment.....................................................28 9.2 Compensation of the Liquidating Trustee for Dissolution Expenses........................................................28 9.3 Recovery or Realization of Liquidation Proceeds.................29 9.4 Distributions of Net Liquidation Proceeds.......................29 9.5 Engagement of Professionals.....................................29 9.6 Status of the Liquidating Trustee...............................29 9.7 Authority.......................................................30 9.8 Objectives......................................................31 9.9 Making Distributions............................................31 9.10 Abandonment.....................................................31 9.11 No Recourse.....................................................31 9.12 Limited Liability...............................................31 9.13 Resignation.....................................................31 9.14 Reserves........................................................32 9.15 Statements......................................................32 9.16 Further Authorization...........................................33 ARTICLE X APPOINTMENT OF THE OVERSIGHT NOMINEE........................33 10.1 Appointment of the Oversight Nominee............................33 10.2 Authority and Responsibility of the Oversight Nominee...........33 10.3 Limited Liability...............................................33 10.4 The Oversight Nominee Expenses..................................33 ARTICLE XI CONDITIONS PRECEDENT TO THE CONFIRMATION AND THE EFFECTIVE DATE..............................................33 11.1 Conditions to Confirmation......................................33 11.2 Conditions Precedent to the Effective Date......................34 11.3 Waiver of Conditions............................................35 11.4 Failure to Satisfy or Waiver of Conditions Precedent............35 ARTICLE XII EFFECT OF CONFIRMATION......................................35 12.1 Discharge.......................................................35 12.2 Binding Effect..................................................35 12.3 Term of Injunctions or Stays....................................35 12.4 Injunction Against Interference with Liquidation Plan...........36 12.5 Exculpation.....................................................36 12.6 Release Granted by the Liquidating Debtors......................37 ARTICLE XIII MISCELLANEOUS PROVISIONS....................................38 13.1 Retention of Jurisdiction.......................................38 13.2 Deletion of Classes and Subclasses..............................39 13.3 Courts of Competent Jurisdiction................................40 13.4 Payment of Statutory Fees.......................................40 13.5 Dissolution of the Committee....................................40 13.6 Effectuating Documents and Further Transactions.................40 13.7 Successors and Assigns..........................................40 13.8 Governing Law...................................................40 13.9 Modification of Plan............................................40 13.10 Rules of Construction...........................................41 13.11 Computation of Time.............................................42 13.12 Notices.........................................................42 13.13 Exhibits........................................................42 13.14 Counterparts....................................................42 13.15 Severability....................................................42 EXHIBITS TO THE LIQUIDATION PLAN Exhibit Number Exhibit 1 List of Liquidating Debtors 2 List of Reorganizing Debtors 3 List of Liquidating Debtors that Filed on the Initial Petition Date and the Subsequent Petition Date 4 List of Heber Debtors 5 Schedule of Assumed Contracts and Leases INTRODUCTION This Liquidation Plan contemplates a separate liquidation of each Liquidating Debtor administered by the Liquidating Trustee pursuant to which certain existing creditors of the Liquidating Debtors will receive, except as otherwise provided herein, the Cash proceeds of liquidation as their respective assets are liquidated and Claims against their respective assets are resolved to be distributed by the Liquidating Trustee. Although presented as a joint plan, this Liquidation Plan provides for separate treatment of each Liquidating Debtor, such that each Liquidating Debtor's estate will be liquidated and distributions made to holders of Allowed Claims against that Liquidating Debtor. This Liquidation Plan does NOT provide for substantive consolidation of the Liquidating Debtors. Capitalized terms used herein shall have the meanings ascribed to such terms in Article I of this Liquidation Plan. Reference is made to the Disclosure Statement accompanying this Liquidation Plan, including the Exhibits thereto, for a discussion of the Liquidating Debtors' history, business, results of operations and properties, and for a summary and analysis of the Liquidation Plan. All creditors are encouraged to consult the Disclosure Statement and read this Liquidation Plan carefully before voting to accept or reject this Liquidation Plan. NO SOLICITATION MATERIALS, OTHER THAN THE DISCLOSURE STATEMENT AND RELATED MATERIALS TRANSMITTED THEREWITH AND APPROVED BY THE COURT, HAVE BEEN AUTHORIZED BY THE COURT FOR USE IN SOLICITING ACCEPTANCES OR REJECTIONS OF THIS LIQUIDATION PLAN. The Liquidating Debtors reserve the right to proceed with confirmation of this Liquidation Plan as to some but not all of the Liquidating Debtors at the same time. ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Definitions. In addition to such other terms as are defined in other Sections of this Liquidation Plan, the following terms (which appear herein as capitalized terms) shall have the meanings set forth below, such meanings to be applicable to both the singular and plural forms of the terms defined. A term used in this Liquidation Plan and not defined herein or elsewhere in this Liquidation Plan, but that is defined in the Bankruptcy Code has the meaning set forth therein. "Additional New Lenders" shall have the meaning set forth in the Reorganization Plan. "Administrative Expense Claim" means a Claim under sections 503(b), 507(a)(1), 507(b) or 1114(e)(2) of the Bankruptcy Code, including, without limitation, any actual and necessary expenses incurred after the applicable Petition Date for preserving the assets of the Liquidating Debtors, any actual and necessary costs and expenses of operating the businesses of the Liquidating Debtors incurred after the applicable Petition Date, all compensation and reimbursement of expenses allowed by the Court under sections 330, 331 or 503 of the Bankruptcy Code (except as otherwise provided in Sections 2.3(a) of this Liquidation Plan) and any reclamation claims arising under section 546(c) of the Bankruptcy Code. "Administrative Expense Claim Bar Date" means the date that is thirty (30) days following the Effective Date. The Administrative Expense Claim Bar Date shall apply to all holders of Administrative Expense Claims not satisfied prior to the Administrative Expense Claim Bar Date, except that the Administrative Expense Claim Bar Date shall not apply to holders of the following limited types of claims: (a) United States Trustee Claims; (b) post-petition liabilities incurred and payable in the ordinary course of business by any Liquidating Debtor; or (c) fees and expenses incurred by (i) Retained Professionals, (ii) Persons employed by the Liquidating Debtors or serving as independent contractors to the Liquidating Debtors in connection with their liquidation efforts, including, without limitation, the Liquidating Trustee, any Retained Liquidation Professional and the Balloting Agent. "Administrative Expense Claims Reserve" means the reserve established by the Liquidating Trustee on the Effective Date to pay the Administrative Expense Claims, Priority Tax Claims and Priority Non-Tax Claims of the Liquidating Debtors, which reserve shall be funded by Reorganized Covanta in an amount up to $2,500,000. "Agent Banks" means Bank of America, N.A., as Administrative Agent and Deutsche Bank, AG, New York Branch, as Documentation Agent, under the Prepetition Agreement. "Allowed" means, with reference to the portion of any Claim (other than Administrative Expense Claims) or Equity Interest and with respect to each Liquidating Debtor, (a) any such Claim against or Equity Interest in such Liquidating Debtor which has been listed by a Liquidating Debtor in its Schedules, as such Schedules have been or may be amended or supplemented by a Liquidating Debtor from time to time in accordance with Bankruptcy Rule 1009, as liquidated in amount and not disputed or contingent and for which no contrary proof of claim or interest has been filed, (b) any Claim or Equity Interest allowed (i) under this Liquidation Plan or under any settlement agreement incorporated or otherwise implemented by this Liquidation Plan, (ii) by Final Order, or (iii) as to which the liability of each Liquidating Debtor and the amount thereof are determined by a final, non-appealable order of a court of competent jurisdiction other than the Court or (c) as to which a proof of claim has been timely filed before the applicable Bar Date in a liquidated amount with the Court pursuant to the Bankruptcy Code or any order of the Court, provided that (i) no objection to the allowance of such Claim or notice to expunge such Claim has been interposed by the Liquidating Debtors, the Liquidating Trustee, the United States Trustee or any other party in interest as permitted under the Bankruptcy Code before any final date for the filing of such objections or motions set forth in this Liquidation Plan, the Confirmation Order or other order of the Court or (ii) if such objection or motion has been filed and not withdrawn, such objection or motion has been overruled by a Final Order (but only to the extent such objection or motion has been overruled); provided, further that any such Claims or Equity Interests allowed solely for the purpose of voting to accept or reject the Liquidation Plan pursuant to an order of the Court shall not be considered "Allowed Claims" or "Allowed Equity Interests" for the purpose of distributions hereunder. Except as expressly stated in this Liquidation Plan or as provided under section 506(b) of the Bankruptcy Code or a Final Order of the Court, an Allowed Claim shall not include interest on the principal amount of any Claim accruing from and after the applicable Petition Date or any fees (including attorneys' fees), costs or charges (including late payment charges) related to any Claim accruing from or after the applicable Petition Date. "Allowed Administrative Expense Claim" means the portion of any Administrative Expense Claim (including any interest for which the Liquidating Debtors are legally obligated) that is (i) incurred or arising after the applicable Petition Date and prior to the Effective Date, (ii) for those Administrative Expense Claims as to which the Administrative Expense Claim Bar Date is applicable, which has been filed before the Administrative Expense Bar Date, and (iii) as to which no objection to the allowance of such Administrative Expense Claim has been filed or other dispute has been raised by the Liquidating Debtors, the Committee, the United States Trustee or any other party in interest as permitted under the Bankruptcy Code. "Allowed Class o Claims" means an Allowed Claim in the specified Class. "Allowed Priority Tax Claim" means any Claim that is Allowed pursuant to Section 2.4 of this Liquidation Plan. "Allowed Subclass 3A Liquidation Secured Claim Amount" means (i) the allowed amount of the Secured Bank Claims, currently estimated to be $415 million including accrued but unpaid fees and interest, but subject to ultimate resolution of the claims under the Prepetition Credit Agreement and (ii) the allowed amount of the Secured 9.25% Debenture Claims, currently estimated to be $105 million including accrued but unpaid fees and interest, but subject to ultimate resolution of the claims under the 9.25% Debentures Adversary Proceeding. "Ballot" means the ballot that accompanies the Disclosure Statement upon which holders of Impaired Claims entitled to vote on the Liquidation Plan shall indicate their acceptance or rejection of the Liquidation Plan. "Balloting Agent" means Bankruptcy Services LLC ("BSI") or such other entity authorized by the Court to distribute, collect and tally Ballots. "Bankruptcy Code" means title 11 of the United States Code, as amended from time to time, as applicable to the Chapter 11 Cases. "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure promulgated by the United States Supreme Court under 28 U.S.C. ss. 2075 and the local rules of the Court (including any applicable local rules and standing and administrative orders of the Court), as now in effect or hereafter amended, as applicable to the Chapter 11 Cases. "Bar Date" means the applicable date or dates fixed by the Court or this Liquidation Plan for filing proofs of claim or interests in the Chapter 11 Cases. "Bondholders Committee" means the Informal Committee of Secured Debenture Holders of certain holders of, and the Indenture Trustee for, the 9.25% Debentures due 2022 issued by Ogden Corporation, now known as Covanta Energy Corporation. "Business Day" means any day other than a Saturday, Sunday or "legal holiday" as such term is defined in Bankruptcy Rule 9006(a). "Cash" means lawful currency of the United States, including cash equivalents, bank deposits, checks and other similar items, unless otherwise indicated. "Causes of Action" means as to each Liquidating Debtor all claims and causes of action now owned or hereafter acquired by such Liquidating Debtor, whether arising under any section under the Bankruptcy Code or other federal or state law, including, without limitation, causes of action for preferences, fraudulent conveyances, and other avoidance power claims arising under sections 544, 545, 547, 548, 549, 550, 551, 553(b) or other sections of the Bankruptcy Code. "Chapter 11 Cases" means the voluntary cases under Chapter 11 of the Bankruptcy Code commenced by each Liquidating Debtor which cases are currently pending before the Court under the caption In re Ogden Services New York, Inc. et. al., Case Nos. 02-40826 (CB), et al. "Claim" has the meaning set forth in section 101 of the Bankruptcy Code, whether or not asserted. "Claims Objection Deadline" means that day which is one hundred eighty (180) days after the Effective Date, as the same may be extended from time to time by the Court, without further notice to parties in interest. "Class" means any group of similar Claims or Equity Interests described in Article IV of the Liquidation Plan in accordance with section 1123(a)(1) of the Bankruptcy Code. "Collateral" means as to each Liquidating Debtor any property or interest in property of the estate of the Liquidating Debtor subject to a Lien to secure the payment or performance of an Allowed Claim, which Lien is not subject to avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy Code or applicable state law. "Committee" means the Official Committee of Unsecured Creditors appointed by the Office of the United States Trustee in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code, as appointed, modified or reconstituted from time to time. "Confirmation Date" means the date on which the clerk of the Court enters the Confirmation Order on the docket, within the meaning of Bankruptcy Rules 5003 and 9021. "Confirmation Hearing" means the hearing held by the Court to consider confirmation of the Liquidation Plan pursuant to section 1128 of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time. "Confirmation Order" means the order of the Court confirming the Liquidation Plan pursuant to section 1129 of the Bankruptcy Code, together with any subsequent orders, if any, pursuant to sections 1127 and 1129 of the Bankruptcy Code approving modifications to the Liquidation Plan, which in each case shall be in form and substance satisfactory to the Liquidating Debtors. "Court" collectively means the United States Bankruptcy Court for the Southern District of New York and, to the extent it may exercise jurisdiction over the Chapter 11 Cases, the United States District Court for the Southern District of New York or if either such court ceases to exercise jurisdiction over the Chapter 11 Cases, such other Court or adjunct thereof that exercises competent jurisdiction over the Chapter 11 Cases or any proceeding therein. "Covanta" means Covanta Energy Corporation, a Reorganizing Debtor and the ultimate corporate parent directly or indirectly holding an interest in all the Reorganizing Debtors in the Reorganizing Debtors' Chapter 11 Cases. "Covanta Liquidating Collateral" means any assets subject to a first priority lien and security interest of the Covanta Liquidating Secured Parties. "Covanta Liquidating Secured Parties" means those Persons holding a first priority lien on and security interest in any other collateral other than the holders of Subclass 3A Liquidation Secured Claims. "Designated DIP Collateral" means (i) any Cash held by the Liquidating Non-Pledgor Debtors (including the Liquidation Proceeds resulting from the sale of certain assets of Ogden Transition Corp.) or any entitlement or Claim of a Liquidating Non-Pledgor Debtor to any Cash, and (ii) any Causes of Action of the Liquidating Debtors. "DIP Agents" means Bank of America, N.A., as administrative agent and Deutsche Bank AG, New York branch, as documentation agent, under the DIP Financing Facility. "DIP Financing Facility" means the Debtor-in-Possession Credit Agreement, dated as of April 1, 2002, among the Reorganizing Debtors, the Heber Debtors, the Liquidating Debtors, the DIP Lenders and the DIP Agents, as it has been or may be amended and modified from time to time, and as approved and extended by order of the Court. "DIP Lender Direction" means the direction of the DIP Lenders, instructing the Liquidating Debtors to transfer any Designated DIP Collateral to Reorganized Covanta. "DIP Lenders" means those Persons from time to time party to the DIP Financing Facility as lenders. "Disclosure Statement" means the written disclosure statement that relates to this Liquidation Plan and the Reorganization Plan and is approved by the Court pursuant to section 1125 of the Bankruptcy Code, as such disclosure statement has been or may be amended, modified or supplemented (and all exhibits and schedules annexed thereto or referred to therein) and that is prepared and distributed in accordance with section 1125 of the Bankruptcy Code and Bankruptcy Rule 3018. "Disputed Claim" means that portion (including, when appropriate, the whole) of a Claim that is not an Allowed Claim or is subject to an Estimation Request, or as to which an objection has been filed. For the purposes of the Liquidation Plan, a Claim shall be considered a Disputed Claim in its entirety before the time that an objection has been or may be filed, if: (a) the amount or classification of the Claim specified in the relevant proof of claim exceeds the amount or classification of any corresponding Claim scheduled by the relevant Liquidating Debtor in its Schedules; (b) any corresponding Claim scheduled by a Liquidating Debtor has been scheduled as disputed, contingent or unliquidated in its Schedules or (c) no corresponding Claim has been scheduled by a Liquidating Debtor in its Schedules. "Disputed Claims Reserve " means the reserve established by the Liquidating Trustee pursuant to Section 9.14(a) of the Liquidation Plan, with respect to each Class of Claims entitled to Distributions under the Liquidation Plan, in which (i) the Liquidating Trustee determines that there exist any Disputed Claims in such Class and (ii) the Liquidating Trustee identifies Liquidation Proceeds that are not Collateral, in order to make Distributions in an amount such that, if such Disputed Claims were to become Allowed Claims, there will be sufficient Cash to pay all of such Disputed Claims with respect each such Class of Claims in accordance with the provisions of this Liquidation Plan. The Disputed Claims Reserve is to be maintained under this Liquidation Plan, as set forth more fully in Article VII of this Liquidation Plan. "Dissolution Expenses" means all reasonable and necessary costs of the Liquidating Trustee (including any Retained Liquidation Professional retained by the Liquidating Trustee, pursuant to Section 9.5 of the Liquidation Plan) associated with (i) winding up and dissolving the Liquidating Debtors in accordance with applicable state law, (ii) the abandonment of any Liquidation Assets in accordance with Section 9.10 of the Liquidation Plan, (iii) commencing a proceeding in the Court to determine the reasonableness, accuracy or proper scope of any Dissolution Expenses disputed by the Oversight Nominee, (iv) the administration of the Liquidating Trust (including the payment of any United States Trustee Fees), (v) obtaining a Final Order from the Court closing the Chapter 11 Case of each Liquidating Debtor, (vi) the filing of any necessary tax returns and other filings with governmental authorities on behalf of the Liquidating Trust and the Residual Liquidation Assets it holds and (vii) making any Distributions under this Liquidation Plan; provided, however, that Dissolution Expenses shall not include any Liquidation Expenses. "Distribution" means any distribution by the Liquidating Trustee of Net Liquidation Proceeds of other Residual Liquidation Assets to the holders of Allowed Claims. "Effective Date" means the date upon which the Reorganization Plan Effective Date occurs. "Equity Interest" means as to each Liquidating Debtor, any equity security, partnership interest or share of common stock or other instrument evidencing an ownership interest in such Liquidating Debtor, regardless of whether it may be transferred, and any option, warrant or right, contractual or otherwise, to acquire an ownership interest or other equity security in such Liquidating Debtor and shall include any redemption, conversion, exchange, voting participation, dividend rights and liquidation preferences relating thereto. "Estate" means as to each Liquidating Debtor, the estate which was created by the commencement of such Liquidating Debtor's Chapter 11 Case pursuant to section 541 of the Bankruptcy Code, and shall be deemed to include, without limitation, any and all privileges of such Liquidating Debtor and all interests in property, whether real, personal or mixed, rights, causes of action, avoidance powers or extensions of time that such Liquidating Debtor or such estate shall have had effective as of the commencement of the Chapter 11 Cases, or which such estate acquired after the commencement of the Chapter 11 Case, whether by virtue of sections 544, 545, 546, 547, 548, 549 or 550 of the Bankruptcy Code or otherwise. "Estimation Request" means a request for estimation of a Claim in accordance with the Bankruptcy Code and the Bankruptcy Rules. "Fee Dispute Notice" means the notice sent by the Oversight Nominee to the Liquidating Trustee or any Retained Professional, within fifteen (15) days receipt of the Liquidation Trustee Fee Notice and Retained Professional Fee Notices, disputing the (i) reasonableness, (ii) accuracy or (iii) scope of any portion of the Dissolution Expenses claimed by the Liquidating Trustee or any Retained Professional. "Final Distribution" means with respect to each Liquidating Debtor, the distribution by the Liquidating Trustee that exhausts any Residual Liquidation Assets attributable to such Liquidating Debtor. "Final Liquidation Determination Date" means the date, as to each of the Liquidating Debtors, upon which either (i) the Final Liquidation Distribution Date occurs; or (ii) the Liquidating Trustee determines that there exist no Residual Liquidation Assets which could generate Liquidation Proceeds. "Final Liquidation Distribution Date" means with respect to each Liquidating Debtor, the Liquidation Distribution Date on which the Final Distribution is made. "Final Order" means an order or judgment of the Court, as entered on the docket of the Court, that has not been reversed, stayed, modified, or amended, and as to which: (a) the time to appeal, seek review or rehearing or petition for certiorari under the Bankruptcy Rules has expired and no timely filed appeal or petition for review, rehearing, remand or certiorari is pending; or (b) any appeal taken or petition for certiorari filed has been resolved by the highest Court to which the order or judgment was appealed or from which certiorari was sought, provided, however, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or other rules governing procedure in cases before the Court, may be filed with respect to such order or judgment shall not cause such order or judgment not to be a Final Order. "Heber Debtors" means, collectively, those debtors identified on Exhibit 4 attached to this Liquidation Plan that are being reorganized pursuant to the Heber Reorganization Plan. "Heber Reorganization Plan" means the Joint Plan of Reorganization of the Heber Debtors under Chapter 11 of the Bankruptcy Code (including all exhibits, supplements, appendices and schedules annexed thereto), dated September 28, 2003, as the same may be amended, modified or supplemented from time to time. "Impaired" means, when used with reference to an Allowed Claim or an Allowed Equity Interest, a Claim or Equity Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code. "Indenture Trustee" means Wells Fargo Bank, Minnesota, National Association, in its capacity as indenture trustee with respect to the 9.25% Debentures. "Initial Liquidation Distribution Date" means the date that is the later of (i) the Effective Date (or soon thereafter as reasonably practicable, but in no event later than thirty (30) calendar days after the Effective Date) and (ii) the first Business Day after the date that is thirty (30) calendar days after the date any Claims become Allowed Claims or otherwise become payable under the Liquidation Plan. "Initial Petition Date" means April 1, 2002, the date upon which the Liquidating Debtors identified on Exhibit 3 as those that filed on the Initial Petition Date filed their respective orders for relief under Chapter 11 of the Bankruptcy Code. "Intercompany Claims" means all Claims against a Liquidating Debtor asserted by any other Liquidating Debtor, Reorganizing Debtor, Heber Debtor, Non-Debtor Affiliate, including, without limitation, any (a) preference actions, fraudulent conveyance actions, rights of setoff and other claims or causes of action under sections 544, 547, 548, 549, 550 and 553 of the Bankruptcy Code and other applicable bankruptcy or nonbankruptcy law, (b) claims or causes of action arising out of illegal dividends or similar theories of liability, (c) claims or causes of action based on piercing the corporate veil, alter ego liability or similar legal or equitable theories of recovery arising out of the ownership or operation of any of the Liquidating Debtors prior to the applicable Petition Date, (d) claims or causes of action based on unjust enrichment, (e) claims or causes of action for breach of fiduciary duty, mismanagement, malfeasance or, to the extent they are claims or causes of action of any of the Liquidating Debtors, fraud, (f) claims or causes of action arising out of any contracts or other agreements between or among any of the Liquidating Debtors and any other Liquidating Debtor or any other Reorganizing Debtor, Heber Debtor or Non-Debtor Affiliate that are rejected, and (g) any other claims or causes of action of any nature, including any claims or causes of action arising out of or related in any way to the Chapter 11 Cases, the Reorganization Plan or this Liquidation Plan or the Heber Reorganization Plan that are based on an injury that affects or affected the shareholders or creditors of any of the Liquidating Debtors, Reorganizing Debtors, Heber Debtors or Non-Debtor Affiliates generally. "Intercreditor Agreement" means the Intercreditor Agreement dated as of March 14, 2001, among Covanta and its affiliates named therein and the Prepetition Lenders, as it has been or may be amended, supplemented or otherwise modified. "Intermediate Petition Date" means December 16, 2002, the date upon which Covanta Concert Holdings, Inc. filed its order for relief under Chapter 11 of the Bankruptcy Code. "Investment and Purchase Agreement" means the Investment and Purchase Agreement, dated as of December 2, 2003, between Covanta and the Reorganization Plan Sponsor, without giving effect to any further amendments, supplements or other modifications. "Investor Group" means an investor group comprising of D.E. Shaw Laminar Portfolios, L.L.C., S.Z. Investments, LLC and Third Avenue Value Fund, Inc. "Lien" has the meaning set forth in section 101(37) of the Bankruptcy Code. "Liquidating Debtor Cash" means the aggregate amount of any cash existing in the accounts of the Liquidation Debtors on the Effective Date. "Liquidating Debtors" has the meaning ascribed to such term on the first page of this Liquidation Plan (each of the Liquidating Debtors is individually referred to herein as a Liquidating Debtor). A list of the Liquidating Debtors is attached hereto as Exhibit 1. "Liquidating Non-Pledgor Debtors" means the Liquidating Debtors that are not Liquidating Pledgor Debtors. "Liquidating Pledgor Debtor Assets" means any of the following Claims and Liquidation Assets of the Liquidating Pledgor Debtors: (i) the claim to any tax refunds due to Ogden Allied Maintenance Corporation resulting from the sale of certain non-port aviation Liquidation Assets; (ii) the claim to any proceeds resulting from the dispute between Covanta Concert Holdings, Inc. and the purchaser of certain of its Liquidation Assets over certain rental payments; (iii) the claim to the proceeds of any settlement reached by Ogden New York Services, Inc. and the purchaser of substantially all of its Liquidation Assets; (iv) the claim to the Liquidation Proceeds or, if sold prior to the Effective Date, then the proceeds, relating to the sale of any Liquidation Assets of Ogden Firehole Entertainment Corp.; (v) any Cash held by a Liquidating Pledgor Debtor or any entitlement or Claim of a Liquidating Pledgor Debtor to any Cash, which arose prior to the Petition Date (including any accounts receivable); and (vi) any Causes of Action of the Liquidating Pledgor Debtors, not otherwise transferred to Reorganized Covanta pursuant to the DIP Lender Direction. "Liquidating Pledgor Debtors" means the Liquidating Debtors whose Liquidation Assets are Collateral of (i) the banks under the Prepetition Credit Agreement and (ii) the holders of the 9.25% Debentures. "Liquidating Trust" means a grantor trust established pursuant to a Liquidating Trust Agreement. "Liquidating Trust Agreement" means as to the Liquidating Debtors, the agreement, which creates the Liquidating Trust, to be entered into by the Liquidating Debtors and the Liquidating Trustee and which shall be included in the Liquidation Plan Supplement. "Liquidating Trustee" means as to the Liquidating Debtors, the individual identified in the Notice of Designation and any replacement thereof duly appointed by the Oversight Nominee. "Liquidating Trustee Billing Date" means the date that is the twenty-fifth (25th) day of each month following the first full month after the Effective Date. "Liquidating Trustee Fee Notice" means the reasonably detailed statement sent by the Liquidating Trustee to the Oversight Nominee on any Liquidation Trustee Billing Date detailing: (i) any Dissolution Expenses incurred by the Liquidating Trustee in the prior month; (ii) Distributions, if any, made in the previous month; and (iii) planned Distributions, if any, for the next Liquidation Distribution Date. "Liquidation Assets" means as to each Liquidating Debtor all of the assets, property, interests (including the equity interests of each and every Liquidating Debtor) and effects, real and personal, tangible and intangible, wherever located, of such Liquidating Debtor, provided, however, that the Liquidation Assets shall not include the Covanta Liquidating Collateral. "Liquidation Distribution Date" means any of the following dates if there are any Net Liquidation Proceeds in the Liquidating Trust attributable to any Liquidating Debtor on such date: (a) the Initial Liquidation Distribution Date, (b) from the Initial Liquidation Distribution Date until the Final Liquidation Distribution Date, the last Business Day of any calendar quarter, and (c) the Final Liquidation Distribution Date. "Liquidation Expenses" means the costs incurred by the Liquidating Trustee in its efforts to sell, transfer, collect or otherwise monetize any of the Residual Liquidation Assets. "Liquidation Plan" means this Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code, including, without limitation, all documents referenced herein and all exhibits, supplements, appendices and schedules hereto, either in its present form or as the same has been or may be altered, amended, modified or supplemented from time to time. "Liquidation Plan Supplement" means a supplemental appendix to this Liquidation Plan that will contain certain documents relating to this Liquidation Plan in substantially completed form, including the Liquidating Trust Agreement to be filed no later than five (5) days prior to the last date by which votes to accept or reject this Liquidation Plan must be submitted. Documents to be included in the Liquidation Plan Supplement will be posted at www.covantaenergy.com as they become available, but no later than five (5) days prior to the last date by which votes to accept this Liquidation Plan must be submitted. "Liquidation Proceeds" means the Cash consideration received from the sale, transfer or collection of any Liquidation Assets or the monetization of such Liquidation Assets to Cash in some other manner as contemplated in this Liquidation Plan, occurring after the applicable Petition Date, less the reasonable, necessary and customary expenses attributable to such sale, transfer, collection or monetization, including costs of curing defaults under executory contracts that are assigned, paying personal property or other taxes accruing in connection with such sale, transfer, collection or monetization of such Liquidation Assets, brokerage fees and commissions, collection costs, reasonable attorneys' fees and expenses and any applicable taxes or other claims of any Governmental Unit in connection with such Liquidation Assets and any escrows or accounts established to hold funds for purchase price adjustments, indemnification claims, or other purposes in connection with such sale, transfer, collection or monetization; provided, however, that upon the release to the Liquidating Debtors of funds from such escrows or accounts, such funds shall become Liquidation Proceeds of the relevant sale, transfer, collection or monetization. "Liquidation Secured Claims" means the Secured Bank Claims and the 9.25% Debenture Claims, provided, however, that such Claims shall not include the Other Secured Liquidation Claims. "Net Liquidation Proceeds" shall consist of the Liquidation Proceeds, interest, dividends, and other investment (or other cash equivalent) income produced by the Liquidation Assets. "Non-Debtor Affiliate" means any affiliate of the Liquidating Debtors that is not a subject of these Chapter 11 Cases. "Notice of Designation" means the notice filed with the Court on or before ten (10) days prior to the Confirmation Hearing, designating the Liquidating Trustee and the Oversight Nominee. "9.25% Debenture Claim" means any Claim that arises out of, or is attributable to, ownership of the 9.25% Debentures. "9.25% Debentures" means those certain debentures issued by Ogden Corporation (now known as Covanta) in the aggregate principal amount of $100,000,000 due in March 2022 and bearing an interest rate of 9.25% per annum (Cusip No. 676346AF6). "9.25% Debentures Adversary Proceeding" means adversary proceeding No. 02-03004 captioned as The Official Committee of Unsecured Creditors v. Wells F argo Bank Minnesota, National Association, et al., pending before the Court. "Operating Reserve" means the reserve established by the Liquidating Trustee on the Effective Date to pay (i) the Oversight Nominee Expenses and (ii) the Dissolution Expenses, which reserve shall be funded in an amount not to exceed $500,000.00. "Other Secured Liquidation Claims" means the Secured Claims against the Liquidation Debtors held by the Covanta Liquidation Secured Parties. "Oversight Nominee" means the Person identified in the Notice of Designation and appointed pursuant to Article X of this Liquidation Plan. "Oversight Nominee Expenses" means the reasonable fees and expenses of the Oversight Nominee in the discharge and performance of its duties specified in this Liquidation Plan. "Person" has the meaning provided in section 101(41) of the Bankruptcy Code and includes, without limitation, any individual, corporation, partnership, association, indenture trustee, organization, joint stock company, joint venture, estate, trust governmental unit or any political subdivision thereof, the Committee, Indenture Trustee, Equity Interest holders, holders of Claims, current or former employees of any Liquidating Debtor, or any other entity. "Petition Date" means, collectively, the Initial Petition Date, the Intermediate Petition Date and the Subsequent Petition Date. "Preferred Distribution" shall have the meaning assigned to that term under the Intercreditor Agreement. "Prepetition Credit Agreement" means the Revolving Credit and Participation Agreement dated as of March 14, 2001, among Covanta, certain other Reorganizing Debtors, Liquidating Debtors and Heber Debtors and the Prepetition Lenders and the Security Agreement, dated as of March 14, 2001, both as they have been or may be amended, supplemented or otherwise modified from time to time. "Prepetition Lenders" means the Persons identified as lenders under the Prepetition Credit Agreement, together with their successors and permitted assigns. "Priority Non-Tax Claim" means any Claim entitled to priority pursuant to section 507(a) of the Bankruptcy Code, other than (a) an Administrative Expense Claim or (b) a Priority Tax Claim. "Priority Tax Claim" means any Claim of a Governmental Unit of the kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code. "Pro Rata Class Share" means, the proportion that the amount of any Claim bears to the aggregate amount of such Claim and all other Claims in the same Class entitled to distributions from the same source of Cash or Liquidation Assets (including Disputed Claims). "Reorganization Plan" means the Joint Plan of Reorganization of Ogden New York Services, Inc. et al. Under Chapter 11 Of The Bankruptcy Code (including all exhibits and schedules annexed thereto), as the same has been or may be amended, modified or supplemented from time to time. "Reorganization Plan Effective Date" means a date, which is a Business Day selected by the Reorganizing Debtors that is no more than ten (10) Business Days following the date on which all conditions set forth in Section 10.2 of the Reorganization Plan have been satisfied or expressly waived pursuant to Section 10.3 of the Reorganization Plan. "Reorganization Plan Sponsor" means Danielson Holding Corporation, a Delaware Corporation. "Reorganized Covanta" means Covanta on and after the Effective Date. "Reorganized Debtor" means each Reorganizing Debtor, on or after the Effective Date. "Reorganizing Debtors" means, collectively, those debtors identified on Exhibit 2 attached hereto that are being reorganized pursuant to the Reorganization Plan. "Residual Liquidation Assets" means any Liquidation Assets that are not Designated DIP Collateral or Liquidating Pledgor Debtor Assets. "Retained Liquidation Professional" means any attorney, accountant or other professional retained by the Liquidating Trustee with the prior approval of the Oversight Nominee, which professional is reasonably required by the Liquidating Trustee to perform its duties described in this Liquidation Plan. "Retained Liquidation Professional Fee Notice" means the reasonably detailed statement sent by any Retained Liquidation Professional to the Liquidating Trustee five (5) days prior to the Liquidating Trustee Billing Date detailing such Retained Liquidation Professional's fees and expenses arising under this Liquidation Plan. "Retained Professionals" means the professionals retained in these jointly administered Chapter 11 Cases by the Liquidating Debtors or the Committee pursuant to sections 327, 328 or 1103 of the Bankruptcy Code pursuant to Final Orders of the Court (other than Retained Liquidation Professionals). "Schedule of Assumed Contracts and Leases" means a schedule of the executory contracts and unexpired leases to which each of the Liquidating Debtors is a party that will be assumed under Article VIII of the Liquidation Plan, which schedule will be filed and served on the relevant parties no less than twenty-three (23) days prior to the Confirmation Hearing. "Schedules" means the schedules of assets and liabilities and the statement of financial affairs filed by the Liquidating Debtors as required by sections 521 and 1106(a)(2) of the Bankruptcy Code and Bankruptcy Rule 1007, as they have been or may be amended or supplemented from time to time. "Secured Bank Claims" means the Secured Claims of the Prepetition Lenders arising under the Prepetition Credit Agreement and related collateral documents. "Secured Claim" means, pursuant to section 506 of the Bankruptcy Code, that portion of a Claim that is secured by a valid, perfected and enforceable security interest, lien, mortgage or other encumbrance, that is not subject to avoidance under applicable bankruptcy or non-bankruptcy law, in or upon any right, title or interest of any of the Liquidating Debtors in and to property of the Estates, to the extent of the value of the holder's interest in such property as of the relevant determination date. The defined term "Secured Claim" includes any Claim that is: (i) subject to an offset right under applicable law and (ii) a secured claim against any of the Liquidating Debtors pursuant to sections 506(a) and 553 of the Bankruptcy Code. Such defined term shall not include for voting or Distribution purposes any such Claim that has been or will be paid in connection with the cure of defaults under an assumed executory contract or unexpired lease under section 365 of the Bankruptcy Code. "Secured Creditor Direction" means (a) the direction of the holders of Allowed Class 3A Claims instructing the Liquidating Pledgor Debtors to (i) transfer any Distributions in excess of $3,000,000 that such holders of Class 3A Claims would otherwise be entitled to under this Liquidation Plan to Reorganized Covanta, (ii) transfer up to $500,000 of such Distributions to the Operating Reserve, (iii) transfer up to $2,500,000 of such Distributions to the Administrative Expense Claims Reserve and (iv) transfer any Liquidating Pledgor Debtor Assets to Reorganized Covanta; (b) the release by the holders of Allowed Class 3A Claims of any Liens on any Net Liquidation Proceeds and Liquidating Pledgor Debtor Assets resulting from the post-petition sale of any of the Liquidation Assets of the Liquidating Pledgor Debtors and all Liquidating Pledgor Debtor Assets transferred to Reorganized Covanta and (c) upon the occurrence of (I) the orders closing each of the Chapter 11 Cases becoming Final Orders, (II) the Final Liquidation Determination Date as to all of the Liquidating Debtors and (III) the final payment of any remaining Dissolution Expenses and Oversight Nominee Expenses, to the extent that there is any Cash in the Operating Reserve or the Administrative Expense Claims Reserve, such Cash shall be contributed to Reorganized Covanta. "Specified Personnel" means any individual serving as a present or former officer, director or employee of the Liquidating Debtors who, prior to the Confirmation Date, was entitled to indemnification from one of the Liquidating Debtors or for whom such indemnification was permitted under applicable law. "Subsequent Petition Date" means June 6, 2003, the date upon which the Liquidating Debtors identified on Exhibit 3 as those that filed on the Subsequent Petition Date filed their respective petitions for relief under Chapter 11 of the Bankruptcy Code. "Substantial Contribution Claims" means the claim by any creditor or party in interest for reasonable compensation for services rendered in the Chapter 11 Cases pursuant to section 503(b)(3), (4) or (5) of the Bankruptcy Code. "Unimpaired" means, when used with reference to a Claim or Equity Interest, a Claim or Equity Interest that is not Impaired. "United States Trustee" means the Office of the United States Trustee for the Southern District of New York. "United States Trustee Claims" means all United States Trustee Fees accrued through the close of the Chapter 11 Cases. "United States Trustee Fees" means all fees and charges due from the Liquidating Debtors to the United States Trustee pursuant to section 1930 of Title 28 of the United States Code. "Unsecured Liquidation Claim" means any Claim (including without limitation, Claims arising from the rejection of executory contracts and unexpired leases) that is not a Secured Claim, Administrative Expense Claim, Priority Tax Claim, Priority Non-Tax Claim or Intercompany Claim against the Liquidating Debtors. ARTICLE II TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS 2.1 Non-Classification. As provided in section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims against the Liquidating Debtors are not classified for the purposes of voting on or receiving Distributions under this Liquidation Plan. All such Claims are instead treated separately pursuant to the terms set forth in this Article II. 2.2 Administrative Expense Claims. Except to the extent that the applicable Liquidating Debtor and a holder of an Allowed Administrative Expense Claim agree to less favorable treatment and except as set forth in Section 2.3 and 2.5 of this Liquidation Plan, each Liquidating Debtor shall pay to each holder of an Allowed Administrative Expense Claim against such Liquidating Debtor, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Administrative Expense Claim, Cash in an amount equal to such Allowed Administrative Expense Claim on the Initial Liquidation Distribution Date from the Administrative Expense Claims Reserve provided that any such liabilities not incurred in the ordinary course of business were approved and authorized by a Final Order of the Court; provided, however, that Allowed Administrative Expense Claims representing liabilities incurred in the ordinary course of business by such Liquidating Debtor, as a debtor in possession, shall be paid by the Liquidating Trustee from the Administrative Expense Claims Reserve in the ordinary course of business, consistent with past practice and in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to such transactions. To the extent that the Administrative Expense Claim Bar Date applies, failure to file a timely request for payment of an Administrative Expense Claim prior to the Administrative Expense Claim Bar Date shall result in the Administrative Expense Claim being forever barred and discharged. 2.3 Compensation and Reimbursement Claims. (a) Except with respect to Substantial Contribution Claims which are subject to Section 2.3(b) of this Liquidation Plan, all (i) Retained Professionals and (ii) Persons employed by the Liquidating Debtors or serving as independent contractors to the Liquidating Debtors in connection with their liquidating efforts that are seeking an award by the Court of compensation for services rendered or reimbursement of expenses incurred through and including the Confirmation Date under subsections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy Code (other than the Liquidating Trustee and any Retained Liquidation Professionals) shall file and serve on counsel for the Liquidating Debtors and as otherwise required by the Court and the Bankruptcy Code their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred on or before the date that is forty-five (45) days after the Effective Date. Any request for payment of an Administrative Expense Claim of the type specified in Section 2.3(a) of this Liquidation Plan, which is not filed by the applicable deadline set forth above, shall be barred and discharged. Reorganized Covanta shall pay in full, on the applicable date set forth in the Reorganization Plan, such amounts payable under this Section 2.3(a) as are Allowed by the Court, after notice and hearing, or upon such other terms as may be mutually agreed upon between the holder of such an Allowed Administrative Expense Claim and Reorganized Covanta and, in each such case, approved by the Court after notice and hearing. Any request for payment of an Administrative Expense Claim of the type specified in this Section 2.3(a), which is not filed by the applicable deadline set forth above, shall be barred. The Liquidating Debtors shall have no liability for any claim described in this subsection. (b) Any Person who requests compensation or expense reimbursement for a Substantial Contribution Claim in these Chapter 11 Cases must file an application with the clerk of the Court, on or before the Administrative Expense Claim Bar Date, and serve such application on the Liquidating Trustee and counsel for the Reorganized Debtors and as otherwise required by the Court and the Bankruptcy Code on or before such date, or be forever barred from seeking compensation or expense reimbursement for such Substantial Contribution Claim. Reorganized Covanta shall pay in full on the Initial Liquidation Distribution Date Allowed Substantial Contribution Claims, as ordered by the Court after notice and hearing. The Liquidating Debtors shall have no liability for any claim described in this subsection. (c) All other requests for payment of an Administrative Expense Claim (other than as set forth in clauses (a) and (b) of this Section 2.3 above) that are subject to the Administrative Expense Claim Bar Date must be filed with the Court and served on counsel for the Liquidating Trustee on or before the Administrative Expense Claim Bar Date. Unless the Liquidating Trustee or any other party in interest permitted under the Bankruptcy Code objects to an Administrative Expense Claim by the Claims Objection Deadline, such Administrative Expense Claim shall be deemed Allowed in the amount filed. In the event that the Liquidating Trustee or any other party in interest in the Chapter 11 Cases objects to an Administrative Expense Claim, the Court shall determine the Allowed amount of such Administrative Expense Claim. Notwithstanding the foregoing, no request for payment of an Administrative Expense Claim need be filed with respect to an Administrative Expense Claim which is incurred and payable by the Liquidating Debtors or Liquidating Trustee in the ordinary course of business. (d) Under no circumstances will the deadlines set forth above be extended by order of the Court or otherwise. Any holders of Administrative Expense Claims who are required to file a Claim or request for payment of such Claims or expenses and who do not file such Claims or requests by the applicable dates set forth in this Section 2.3 shall be forever barred from asserting such Claims or expenses against the Liquidating Debtors or any property of the Liquidating Trust. 2.4 Priority Tax Claims. (a) Each holder of an Allowed Priority Tax Claim for which only a Liquidating Debtor is liable will receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Priority Tax Claim, Cash equal to the unpaid portion of such Allowed Priority Tax Claim on or as soon as practical after the later of: (i) thirty (30) days after the Effective Date, or (ii) thirty (30) days after the date on which such Priority Tax Claim becomes Allowed; provided, however, that at the option of the Liquidating Trustee, the Liquidating Trustee may pay any or all Allowed Priority Tax Claims over a period not exceeding six (6) years after the date of assessment of the Priority Tax Claims as provided in subsection 1129(a)(9)(C) of the Bankruptcy Code, provided, further, that in no event shall the Liquidating Trustee extend such date of repayment beyond the Final Liquidation Determination Date. If the Liquidating Trustee elects this option as to any Allowed Priority Tax Claim, then the Liquidating Trustee shall make payment of simple interest on the unpaid portion of such Claim semiannually without penalty of any kind, at the fixed annual rate equal to four percent (4%), with the first interest payment due on the latest of: (i) six (6) months after the Effective Date, (ii) six (6) months after the date on which such Priority Tax Claim becomes an Allowed Claim, or (iii) such longer time as may be agreed to by the holder of such Priority Tax Claim and the Liquidating Trustee, provided, however, that the Liquidating Trustee shall reserve the right to pay any Allowed Priority Tax Claim, or any remaining balance of such Allowed Priority Tax Claim, in full, at any time on or after the Effective Date, without premium or penalty. (b) Tax Claims For Which Other Debtors Are Liable. Each holder of an Allowed Priority Tax Claim for which one or more of the Debtors in addition to a Liquidating Debtor is liable (including but not limited to Priority Tax Claims arising by virtue of one or more Liquidating Debtor's status as a member of a consolidated tax group or group under common control with one or more of the other Debtors) shall be entitled to receive in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Priority Tax Claim, payments in equal semiannual installments in the aggregate principal amount equal to the amount of such Allowed Priority Tax Claim payable over a period not exceeding six (6) years after the date of assessment of the Priority Tax Claim as provided in subsection 1129(a)(9)(C) of the Bankruptcy Code, each such semiannual payment to include the payment of simple interest on the unpaid portion of such Claim without penalty of any kind, at the fixed annual rate equal to four percent (4%), with the first equal semianual installment due on the latest of: (i) six (6) months after the Effective Date, (ii) six (6) months after the date on which such Priority Tax Claim becomes an Allowed Claim, or (iii) such longer time as may be agreed to by the holder of such Priority Tax Claim and Reorganized Covanta. Notwithstanding the foregoing, subject to the consent of the DIP Agents and the Bondholders Committee (which consent shall be requested on or before the Effective Date), Reorganized Covanta shall have the option, in lieu of making periodic cash payments to a holder of an Allowed Priority Tax Claim in accordance with the terms of this Section 2.4(b), to pay any or all Allowed Priority Tax Claims in Cash, without penalty of any kind, in an amount equal to the unpaid portion of such Allowed Priority Tax Claim on the Effective Date or as soon as practical thereafter. 2.5 DIP Financing Facility Claims. On the Effective Date, the Liquidating Debtors shall perform their obligations under the DIP Lender Direction and, subject to Section 2.5 of the Reorganization Plan, and in consideration of the Reorganizing Debtors' obligations under Section 2.5 of the Reorganization Plan, all amounts outstanding under the DIP Financing Facility and all commitments thereunder shall automatically and irrevocably terminate with respect to the Liquidating Debtors. Upon the occurrence of the Effective Date, the Liquidating Debtors shall have no liability for any claims described in this subsection. ARTICLE III CLASSIFICATION OF CLAIMS AND INTERESTS 3.1 General Rules of Classification. This Liquidation Plan constitutes a Joint Liquidation Plan of the Liquidating Debtors. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims, as described in Article II, have not been classified and thus are excluded from the Classes described below. The classification of Claims and Equity Interests listed below shall be applicable for all purposes, including voting, confirmation, and distribution pursuant to the Liquidation Plan. As to each Liquidating Debtor, a Claim or Equity Interest shall be deemed classified in a particular Class or Subclass only to the extent that the Claim or Equity Interest qualifies within the description of that Class or Subclass and shall be deemed classified in a different Class or Subclass to the extent that any remainder of the Claim or Equity Interest qualifies within the description of such different Class or Subclass. A Claim or Interest is in a particular Class or Subclass only to the extent that such Claim or Interest is Allowed in that Class or Subclass and has not been paid or otherwise settled prior to the Effective Date. ARTICLE IV TREATMENT OF CLAIMS AND EQUITY INTERESTS The following is a designation of the treatment to be accorded, with respect to each Liquidating Debtor, to each Class of Claims and Equity Interests denominated in this Liquidation Plan. No Claim shall entitle the holder thereof to any Distribution pursuant to this Liquidation Plan unless, and only to the extent that, such Claim is an Allowed Claim. All Distributions on account of Allowed Claims shall be made on the Effective Date or the applicable Liquidation Distribution Date, as the case may be. 4.1 Class 1 -- Allowed Priority Non-Tax Claims. (a) Classification: Class 1 consists of all Allowed Priority Non-Tax Claims. (b) Treatment: In full settlement, release and discharge of its Class 1 Claim, each holder of an Allowed Claim in Class 1 shall receive Cash in an amount equal to such Allowed Class 1 Claim on the Initial Liquidation Distribution Date. (c) Voting: Class 1 Claims are Unimpaired, and the holders of Allowed Class 1 Claims are conclusively presumed to accept the Liquidation Plan. The votes of the holders of Class 1 Claims will not be solicited. 4.2 Class 2 -- Intentionally Omitted. 4.3 Subclass 3A -- Allowed Liquidation Secured Claims. (a) Classification: Class 3A consists of all Allowed Liquidation Secured Claims against the Liquidating Pledgor Debtors, which include Secured Bank Claims and 9.25% Debenture Claims. (b) Allowance: The aggregate amount of Allowed Liquidation Secured Claims in Subclass 3A shall be determined as set forth in accordance with the definition of the term Allowed Subclass 3A Liquidation Secured Claim. (c) Treatment: In full settlement, release and discharge of its Class 3A Claim, (I) (i) each holder of a Class 3A Allowed Liquidation Secured Claim shall be deemed to have received, on account of its Subclass 3A Allowed Liquidation Secured Claim, the Distribution it receives as a holder of a Subclass 3A or Subclass 3B Claim under the Reorganization Plan, as applicable, in full satisfaction of its Subclass 3A Claim under the Liquidation Plan and (ii) the Liquidating Trustee and the Liquidating Debtors will implement the Secured Creditor Direction, and (II) each holder of an Allowed Liquidation Secured Claim shall be entitled to receive on any Liquidation Distribution Date, such holder's Pro Rata Class Share of any Net Liquidation Proceeds of any Liquidating Pledgor Debtor's Residual Liquidation Assets after payment of any applicable Liquidation Expenses. (d) Voting: Class 3A Claims are Impaired and the holders of Allowed Class 3A Claims in such Class are entitled to vote to accept or reject the Liquidation Plan. 4.4 Class 3B -- Allowed Other Secured Liquidation Claims. (a) Classification: Class 3B consists of the Allowed Liquidation Secured Claims against the Covanta Liquidation Secured Parties. (b) Allowance: The Class 3B Claims shall be Allowed in the aggregate amount of the value of the Covanta Liquidating Collateral. (c) Treatment: On the Effective Date, or as soon thereafter as practicable, the applicable Liquidating Debtors shall cause to be transferred, pursuant to section 6.1(c) of this Liquidation Plan, to the Covanta Liquidating Secured Parties, as holders of the allowed other Secured Liquidation Claims, the Covanta Liquidation Collateral in full settlement, relase and discharge of the Class 3B Claims. (d) Voting: The Class 3B Claims are Impaired, and the holders of Allowed Class 3B Claims in such Class are entitled to vote to accept or reject the Liquidation Plan. 4.5 Class 4 -- Intentionally Omitted. 4.6 Class 5 -- Intentionally Omitted. 4.7 Class 6 -- Intentionally Omitted. 4.8 Class 7 -- Unsecured Liquidation Claims. (a) Classification: Class 7 consists of all Allowed Unsecured Liquidation Claims. (b) Treatment: The holders of Class 7 Claims shall not be entitled to receive any Distribution under this Liquidation Plan. (c) Voting: Class 7 Claims are Impaired and the holders of Allowed Claims in such Class are conclusively presumed to reject the Liquidation P1an. The votes of holders of Class 7 Claims will not be solicited. With respect to Allowed Class 7 Claims for and to the extent which insurance is available, this Liquidation Plan shall not be deemed to impair or expand the rights of holders of such Allowed Class 7 Claims to pursue any available insurance to satisfy such Claims; provided, however, that to the extent that insurance is not available or is insufficient, treatment of such Allowed Class 7 Claim shall be as otherwise provided in this Liquidation Plan. 4.9 Class 8 -- Intentionally Omitted. 4.10 Class 9 -- Intercompany Claims. (a) Classification: Class 9 consists of all Intercompany Claims. (b) Treatment: On the Effective Date, all Intercompany Claims shall be cancelled, annulled and extinguished. Holders of such claims shall receive no distributions in respect of Class 9 Claims. (c) Voting: Class 9 Claims are impaired and holders of Allowed Claims in such Class are conclusively presumed to reject this Liquidation Plan. The votes of the holders of Class 9 Claims will not be solicited. 4.11 Class 10 -- Intentionally Omitted. 4.12 Class 11-- Equity Interests in the Liquidating Debtors. (a) Classification: Class 11 consists of all Equity Interest in Liquidating Debtors. (b) Treatment: On and after the Effective Date, all Equity Interests in the Liquidating Debtors shall not be entitled to receive any Distributions under this Liquidation Plan. Such Equity Interests shall be cancelled, annulled and extinguished as of the Effective Date. (c) Voting: Class 11 Equity Interests are Impaired and the holders of Equity Interests in such Class are conclusively presumed to reject the Liquidation Plan. The votes of holders of Equity Interests in such Class will not be solicited. 4.13 Class 12 -- Intentionally Omitted. 4.14 Class 13 -- Intentionally Omitted. ARTICLE V ACCEPTANCE OR REJECTION OF THE LIQUIDATION PLAN 5.1 Voting of Claims. Except as otherwise indicated herein or as otherwise provided by a Final Order of the Court, each holder of an Allowed Claim in Class 3 shall be entitled to vote to accept or reject this Liquidation Plan. For purposes of calculating the number of Allowed Claims in a Class of Claims that have voted to accept or reject this Liquidation Plan under section 1126(c) of the Bankruptcy Code, all Allowed Claims in such Class held by one entity or any affiliate thereof (as defined in the Securities Act of 1933 and the rules and regulation promulgated thereunder) shall be aggregated and treated as one Allowed Claim in such Class. 5.2 Acceptance by an Impaired Class. Consistent with section 1126(c) of the Bankruptcy Code and except as provided for in section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted this Liquidation Plan if it is accepted by at least two-thirds in dollar amount, and more than one-half in number of the Allowed Claims of such Class that have timely and properly voted to accept or reject this Liquidation Plan. 5.3 Presumed Acceptance of Plan. Holders of Claims in Class 1 are Unimpaired by this Liquidation Plan. In accordance with section 1126(f) of the Bankruptcy Code, holders of Allowed Claims in Class 1 are conclusively presumed to accept this Liquidation Plan and the votes of holders of such Claims will not be solicited. 5.4 Presumed Rejection of Plan. Claims in Class 7, Class 9 and Equity Interests in Class 11 are Impaired by this Liquidation Plan and holders of Class 7 Claims, Class 9 Claims and Class 11 Equity Interests are not entitled to receive any Distribution under this Liquidation Plan on account of such Claims or Equity Interests. In accordance with section 1126 of the Bankruptcy Code, holders of Allowed Unsecured Liquidation Claims in Class 7, Allowed Intercompany Claims in Class 9 and holders of Allowed Equity Interests in Class 11 are conclusively presumed to reject this Liquidation Plan and are not entitled to vote. As such, the votes of such holders will not be solicited with respect to such Claims and Equity Interests. 5.5 Cramdown. To the extent that any Impaired Class rejects or is presumed to have rejected this Liquidation Plan, the Liquidating Debtors reserve the right to (a) request that the Court confirm the Liquidation Plan in accordance with section 1129(b) of the Bankruptcy Code, or (b) modify, alter or amend this Liquidation Plan to provide treatment sufficient to assure that this Liquidation Plan does not discriminate unfairly, and is fair and equitable, with respect to the Class or Classes not accepting this Liquidation Plan, and, in particular, the treatment necessary to meet the requirements of subsections 1129(a) or (b) of the Bankruptcy Code with respect to the rejecting Classes and any other Classes affected by such modifications. ARTICLE VI MEANS FOR IMPLEMENTATION 6.1 Actions Occurring On the Effective Date. (a) The Funding of the Implementation of the Liquidation Plan. On the Effective Date, the Liquidating Debtors and the Liquidating Trustee will implement the Secured Creditor Direction and the DIP Lender Direction. The Secured Creditor Direction and the DIP Lender Direction will operate to fund the implementation of the Liquidation Plan by requiring that the Reorganizing Debtors fund the Administrative Expense Claims Reserve and the Operating Reserve in an amount not to exceed $2,500,000 and $500,000, respectively. On the Effective Date, or as soon thereafter as practicable, (i) any Liquidating Debtor Cash shall be transferred to the Operating Reserve and (ii) the Reorganizing Debtors shall transfer (a) $2,500,000 to the Administrative Expense Claims Reserve (the "Reorganizing Debtors' Administrative Expense Claims Reserve Obligation") and (b) $500,000 less the amount of any Liquidating Debtor Cash to the Operating Reserve (the "Reorganizing Debtors' Operating Reserve Obligation"). The Operating Reserve and the Administrative Expense Claims Reserve will be used to fund the implementation of the Liquidation Plan, in accordance with Sections 9.14(b) and 9.14(c) of this Liquidation Plan. (b) Transfer of Liquidation Assets. On the Effective Date, each Liquidating Debtor shall irrevocably transfer and assign its Residual Liquidation Assets, if any, or cause such Residual Assets to be transferred and assigned to the Liquidating Trust, to hold in trust for the benefit of all holders of Allowed Claims with respect to each such Liquidating Debtor pursuant to the terms of this Liquidation Plan and of the Liquidating Trust Agreement, provided, however, that prior to the transfers contemplated hereby, the Liquidating Trustee and Liquidating Debtors, as applicable, shall make the transfers contemplated by the Secured Creditor Distribution and the DIP Lender Direction to Reorganized Covanta and to the Operating Reserve and to the Administrative Expense Claims Reserve. In accordance with section 1141 of the Bankruptcy Code and except as otherwise provided by this Liquidation Plan or the Liquidating Trust Agreement, upon the Effective Date, title to the Residual Liquidation Assets shall pass to the Liquidating Trust free and clear of all Claims and Equity Interests. The Liquidating Trustee shall pay, or otherwise make Distributions on account of, all Claims against the Liquidating Debtors whose Residual Liquidation Assets were contributed to such Liquidating Trust strictly in accordance with this Liquidation Plan. For U.S. federal income tax purposes, the transfers of the Liquidating Debtors' Residual Liquidation Assets to the Liquidating Trust shall be deemed transfers to and for the benefit their respective beneficiaries followed by deemed transfer by the beneficiaries to the Liquidating Trust. The beneficiaries shall be treated as the grantors and deemed owners of the Liquidating Trust. The Liquidating Trustee shall cause a valuation to be made of the Liquidation Assets and that valuation shall be used by the Liquidating Trustee and the beneficiaries for U.S. federal income tax purposes, but shall not be binding on the Liquidating Trustee in regards to the liquidation of the Residual Liquidation Assets. (c) Distribution of the Covanta Liquidating Collateral. On the Effective Date, or as soon thereafter as practicable, the applicable Liquidating Debtors shall cause to be transferred to the Covanta Liquidating Secured Parties, as holders of the Allowed Other Secured Liquidation Claims, all rights, title and interest to the Covanta Liquidating Collateral free and clear of all Claims and Equity Interests, in accordance with section 1141 of the Bankruptcy Code, and except as otherwise provided by this Liquidation Plan. (d) Dissolution of Liquidating Debtors. Following the transfers contemplated in Subsection 6.1(a) hereof, each Liquidating Debtor shall be dissolved pursuant to applicable state law. The Liquidating Trustee shall have all the power to wind up the affairs of each Liquidating Debtor under applicable state laws (including the filing of certificates of dissolution) in addition to all the rights, powers and responsibilities conferred by Bankruptcy Code, this Liquidation Plan, the Confirmation Order and the Liquidating Trust Agreement. 6.2 Fractional Interests. Whenever any payment of a fraction of a cent would otherwise be called for, the actual payment shall reflect a rounding of such fraction down to the nearest whole cent. 6.3 Order of Distributions. Distributions will be made from the Liquidation Trust to the holders of Claims against the Liquidating Debtors, upon the realization of any Net Liquidation Proceeds from the Residual Liquidation Assets contained in the Liquidation Trust, which were not otherwise transferred pursuant to the Secured Creditor Direction or the DIP Lender Direction. To the extent that the Liquidating Trustee is able to extract any Net Liquidation Proceeds from the Residual Liquidation Assets, such Net Liquidation Proceeds shall be distributed in the following manner: (i) the Liquidating Trustee shall first deduct and pay itself any Liquidation Expenses incurred in extracting such Net Liquidation Proceeds and (ii) the Liquidating Trustee shall distribute any remaining Net Liquidation Proceeds pro rata to (a) the holders of Class 3A Claims, to the extent that the Net Liquidation Proceeds are attributable to a Liquidating Pledgor Debtor; and (b) to the DIP Lenders, to the extent that the Net Liquidation Proceeds are attributable to a Liquidating Non-Pledgor Debtor. 6.4 Time of Distributions. Except as otherwise provided for in this Liquidation Plan, by the Secured Creditor Direction or the DIP Lender Direction or ordered by the Court, distributions under the Liquidation Plan will be made on (i) the Initial Liquidation Distribution Date, as to Administrative Expense Claims, Priority Tax Claims and Priority Non-Tax Claims from the Administrative Expense Claims Reserve or (ii) any subsequent Liquidation Distribution Date. The Initial Liquidation Distribution Date shall occur on the later of the Liquidation Plan Effective Date (or as soon thereafter as reasonably practicable) and the First Business Day after the date that is (30) calendar days after the date a Claim becomes Allowed. Each subsequent Liquidation Distribution Date shall occur on the last Business Day of each calendar quarter if, on such date, prior to the distribution to holders of Allowed Claims, there are any Net Liquidation Proceeds. In the event that any payment or act under this Liquidation Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the initial due date. 6.5 Settlements. Except to the extent the Court has entered a separate order providing for such approval, the Confirmation Order shall constitute an order (a) approving as a compromise and settlement pursuant to section 1123(b)(3)(A) of the Bankruptcy Code, any settlement agreements entered into by any Liquidating Debtor or any other Person as contemplated in confirmation of the Liquidating Plan and (b) entered into or to be entered into by any Liquidating Debtor or any other Person as contemplated by the Liquidating Plan and all related agreements, instruments or documents to which any Liquidating Debtor is a party. 6.6 No Interim Cash Payments of $100 or Less on Account of Allowed Claims Prior to Final Liquidation Distribution Date. If a Cash payment to be received by holders of Allowed Claims on any distribution (except the Final Distribution) would be $100 or less in the aggregate, notwithstanding any contrary provision of this Liquidation Plan, no such payment will be made to such holder, and such Cash, if applicable, shall be held in trust for such holders until the Final Liquidation Distribution Date, at which time such Cash payment shall be made to the holders. 6.7 Unclaimed Property. All property that is unclaimed for one year after distribution thereof by mail to the latest mailing address filed of record with the Court for the party entitled thereto or, if no such mailing address has been so filed, the mailing address reflected in the applicable Liquidating Debtor's schedules filed with the Court or other address maintained by the Liquidating Debtors, shall become property of the Liquidating Trust. 6.8 Withholding Taxes. The Liquidating Trustee shall be entitled to withhold any applicable federal or state withholding taxes from any payments made with respect Allowed Claims, as appropriate, and shall otherwise comply with section 346 of the Bankruptcy Code. 6.9 Reservation of Rights of the Estate. As to each Liquidating Debtor, all claims or causes of action, cross-claims and counterclaims of such Liquidating Debtor of any kind or nature whatsoever, against third parties arising before the Confirmation Date shall be preserved for the benefit of the Liquidating Trust except for (i) such claims or causes of action, cross-claims and counterclaims of the Liquidating Debtors which have been released hereunder or pursuant to a Final Order and (ii) such claims or causes of action, cross claims and counterclaims of the Liquidating Debtors that have been transferred to Reorganized Covanta pursuant to the Secured Creditor Direction and the DIP Lender Direction. ARTICLE VII PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS 7.1 No Distribution Pending Allowance. Notwithstanding any other provision of this Liquidation Plan, no Distribution shall be distributed under this Liquidation Plan on account of any Disputed Claim, unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by Final Order and the Disputed Claim, or some portion thereof, has become an Allowed Claim. 7.2 Resolution of Disputed Claims and Equity Interests. (a) Unless otherwise ordered by the Court after notice and a hearing, the Liquidating Trustee shall have the exclusive right to make and file objections to Claims (other than Administrative Expense Claims) and shall serve a copy of each objection upon the holder of the Claim to which the objection is made as soon as practicable, but in no event later than one hundred and twenty (120) days after the Effective Date; provided, however, that such one hundred and twenty (120) day period may be automatically extended by the Liquidating Trustee, without any further application to, or approval by, the Court, for up to an additional thirty (30) days. The foregoing deadlines for filing objections to Claims shall not apply to filing objections to Claims for tort damages and, accordingly, no such deadline shall be imposed by this Liquidation Plan. Notwithstanding any authority to the contrary, an objection to a Claim shall be deemed properly served on the holder thereof if the Liquidating Trustee effects service in any of the following manners: (i) in accordance with Rule 4 of the Federal Rules of Civil Procedure, as modified and made applicable by Bankruptcy Rule 7004; (ii) by first class mail, postage prepaid, on the signatory on the proof of claim or interest or other representative identified in the proof of claim or interest or any attachment thereto; or (iii) by first class mail, postage, on any counsel that has appeared on the holder's behalf in the Chapter 11 Cases. (b) Except with respect to Administrative Expense Claims as to which the Administrative Expense Claim Bar Date does not apply, Administrative Expense Claims must be filed with the Court and served on counsel for the Liquidating Debtors (if prior to the Effective Date) and counsel for the Liquidating Trustee (if after the Effective Date) on or before the Administrative Expense Claim Bar Date. The Liquidating Debtors, the Liquidating Trustee or any other party in interest permitted under the Bankruptcy Code may make and file objections to any such Administrative Expense Claim and shall serve a copy of each objection upon the holder of the Claim to which the objection is made as soon as practicable, but in no event later the Claims Objection Deadline. In the event the Liquidating Debtors or the Liquidating Trustee file any such objection, the Court shall determine the Allowed amount of any such Administrative Expense Claim. Notwithstanding the foregoing, no request for payment of an Administrative Expense Claim need be filed with respect to an Administrative Expense Claim which is paid or payable by the Liquidating Debtors or the Liquidating Trustee in the ordinary course of business. 7.3 Estimation of Claims and Equity Interests. The Liquidating Trustee may, at any time request that the Court estimate any contingent, unliquidated or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code, regardless of whether the Liquidating Debtors previously objected to such Claim or whether the Court has ruled on any such objection, and the Court will retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim. In the event that the Court estimates any Disputed Claim, that estimated amount may constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Court. If the estimated amount constitutes a maximum limitation on such Claim, the Liquidating Trustee may elect to pursue any supplemental proceedings to object to any ultimate payment of such Claim. All of the aforementioned Claims objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. 7.4 Reserve Account for Disputed Claims. Upon (i) the Liquidating Trustee's determination that Disputed Claims have been asserted against a Liquidating Debtor in any particular Class and (ii) the Liquidating Trustee's identification of Liquidation Proceeds that are not Collateral, the Liquidating Trustee shall establish the Disputed Claims Reserve in accordance with Section 9.14(a) of this Liquidation Plan and hold in the Disputed Claims Reserve, for each Class in which there are any Disputed Claims, Cash in an aggregate amount sufficient to pay to each holder of a Disputed Claim the amount of Cash that such holder would have been entitled to receive under this Liquidation Plan if such Claim had been an Allowed Claim in such Class. Cash withheld and reserved for payments to holders of Disputed Claims in any Class shall be held and deposited by the Liquidating Trustee in one or more segregated interest-bearing reserve accounts for each Class of Claims in which there are Disputed Claims entitled to receive Cash, to be used to satisfy the Disputed Claims if and when such Disputed Claims become Allowed Claims. 7.5 Allowance of Disputed Claims. With respect to any Disputed Claim that is subsequently deemed Allowed, on the succeeding Liquidation Distribution Date for any such Claim after such Claim becomes Allowed, the Liquidating Trustee shall distribute from the Disputed Claims Reserve Account corresponding to the Class in which such Claim is classified to the holder of such Allowed Claim, the amount of Cash that such holder would have been entitled to recover under this Liquidation Plan if such Claim had been an Allowed Claim on the Effective Date, together with such claimholder's Pro Rata Class Share of net interest, if any, on such Allowed Claim. For the purposes of the immediately preceding sentence, such holder's Pro Rata Class Share of net interest shall be calculated by multiplying the amount of interest on deposit in the applicable Disputed Claims Reserve account on the immediately preceding date on which such Allowed Claim is to be paid by a fraction, the numerator of which shall equal the amount of such Allowed Claim and the denominator of which shall equal the amount of all Claims for which deposits are being held in the applicable Disputed Claims Reserve account on the date immediately preceding the date on which such Allowed Claim is to be paid. ARTICLE VIII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 8.1 General Treatment. (a) On the Effective Date, all executory contracts and unexpired leases to which each Liquidating Debtor is a party shall be deemed rejected as of the Effective Date, except for any executory contract or unexpired lease that (i) has been previously assumed or rejected pursuant to a Final Order of the Court, (ii) is specifically designated as a contract or lease on the Schedule of Assumed Contracts and Leases, filed as Exhibit 5 hereof, as may be amended, or (iii) is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Liquidating Debtors prior to the Confirmation Hearing. On the Effective Date, all executory contracts and unexpired leases listed on the Schedule of Assumed Contracts and Leases to which each Liquidating Debtor is party shall be deemed assumed by the applicable Liquidating Debtor and assigned to Reorganized Covanta. The Liquidating Debtors reserve the right to add or remove executory contracts and unexpired leases to or from the Schedule of Assumed Contracts and Leases at any time prior to the Effective Date. (b) Each executory contract and unexpired lease listed or to be listed on the Schedule of Assumed Contracts and Leases shall include modifications, amendments, supplements, restatements or other agreements, including guarantees thereof, made directly or indirectly by any Liquidating Debtor in any agreement, instrument or other document that in any manner affects such executory contract or unexpired lease, without regard to whether such agreement, instrument or other document is listed on the Schedule of Assumed Contracts and Leases. The mere listing of a document on the Schedule of Assumed Contracts and Leases shall not constitute an admission by the Liquidating Debtors that such document is an executory contract or unexpired lease or that the Liquidating Debtors have any liability thereunder. 8.2 Cure of Defaults. Except to the extent that (i) a different treatment has been agreed to by the nondebtor party or parties to any executory contract or unexpired lease to be assumed pursuant to Section 8.1 hereof or (ii) any executory contract or unexpired lease shall have been assumed pursuant to an order of the Court, which order shall have approved the cure amounts with respect thereto, the applicable Liquidating Debtor shall, pursuant to the provisions of sections 1123(a)(5)(G) and 1123(b)(2) of the Bankruptcy Code and consistent with the requirements of section 365 of the Bankruptcy Code, within thirty (30) days after the Confirmation Date, file with the Court and serve a pleading with the Court listing the cure amounts of all executory contracts or unexpired leases to be assumed. The parties to such executory contracts or unexpired leases to be assumed by the applicable Liquidating Debtor shall have fifteen (15) days from service of such pleading to object to the cure amounts listed by the applicable Liquidating Debtor. Service of such pleading shall be sufficient if served on the other party to the contract or lease at the address indicated on (i) the contract or lease, (ii) any proof of claim filed by such other party in respect of such contract or lease, or (iii) the Liquidating Debtors' books and records, including the Schedules, provided, however, that if a pleading served by a Liquidating Debtor to one of the foregoing addresses is promptly returned as undeliverable, the Liquidating Debtor shall attempt reservice of the pleading on an alternative address, if any, from the above listed services. If any objections are filed, the Court shall hold a hearing. Prior to assumption, the applicable Liquidating Debtor shall retain its right to reject any of its executory contracts or unexpired leases, including contracts or leases that are subject to a dispute concerning amounts necessary to cure any defaults. Notwithstanding the foregoing, or anything in Section 8.3 of this Liquidation Plan, at all times through the date that is five (5) Business Days after the Court enters an order resolving and fixing the amount of a disputed cure amount, the Liquidating Debtors shall have the right to reject such executory contract or unexpired lease. 8.3 Approval of Assumption and Assignment of Executory Contracts on the Schedule of Assumed Contracts and Leases. Subject to Sections 8.1 and 8.2 of this Liquidation Plan, the executory contracts and unexpired leases on the Schedule of Assumed Contracts and Leases shall be assumed by the respective Liquidating Debtors as indicated on such schedule and shall be assigned to Reorganized Covanta, as of the Effective Date, except as may otherwise be ordered by the Court. 8.4 Approval of Rejection of Executory Contracts and Unexpired Leases. Entry of the Confirmation Order shall constitute the approval, pursuant to section 365(a) of the Bankruptcy Code, of the rejection of any executory contracts and unexpired leases to be rejected as and to the extent provided in Section 8.1 of this Liquidation Plan. 8.5 Deemed Consents and Deemed Compliance. (a) Unless a counterparty to an executory contract, unexpired lease, license or permit objects to the applicable Liquidating Debtor's assumption thereof in writing on or before seven (7) days prior to the Confirmation Hearing, then, unless such executory contract, unexpired lease, license or permit has been rejected by the applicable Liquidating Debtor or will be rejected by operation of this Liquidation Plan, Reorganized Covanta (as assignee of all executory contracts and unexpired leases assumed by the Liquidating Debtors) shall enjoy all the rights and benefits under each such executory contract, unexpired lease, license and permit without the necessity of obtaining such counterparty's written consent to assumption or retention of such rights and benefits. (b) To the extent that any executory contract or unexpired lease contains a contractual provision that would require a Liquidating Debtor to satisfy any financial criteria or meet any financial condition measured by reference to such Debtor's most recent annual audited financial statements, then upon the assumption of any such executory contract or unexpired lease the Liquidating Debtors shall be deemed to be and to remain in compliance with any such contractual provision regarding financial criteria or financial condition (other than contractual requirements to satisfy the minimum ratings from ratings agencies) for the period through one year after the Effective Date, and thereafter such financial criteria or financial condition shall be measured by reference to the applicable Debtor's most recent annual audited financial statements. 8.6 Bar Date for Filing Proofs of Claim Relating to Executory Contracts and Unexpired Leases Rejected Pursuant to the Liquidation Plan. Claims arising out of the rejection of an executory contract or unexpired lease pursuant to Section 8.1 of this Liquidation Plan must be filed with the Court no later than the later of (i) twenty (20) days after the Effective Date, and (ii) thirty (30) days after entry of an order rejecting such contract or lease. Any Claims not filed within such time period will be forever barred from assertion against any of the applicable Liquidating Debtors and/or the Estates. 8.7 Reservation of Rights Under Insurance Policies and Bonds. Nothing in this Liquidation Plan shall diminish or otherwise affect the enforceability by beneficiaries of (i) any insurance policies that may cover Claims against any Liquidating Debtor, or (ii) any bonds issued to assure the performance of any of the Liquidating Debtors, nor shall anything contained herein constitute or be deemed to constitute a waiver of any cause of action that the Liquidating Debtors or any entity may hold against any insurers or issuers of bonds under any such policies of insurance or bonds. To the extent any insurance policy or bond is deemed to be an executory contract, such insurance policy or bond shall be deemed assumed in accordance with Article VIII of the Liquidation Plan. Notwithstanding the foregoing, the Liquidating Debtors do not assume any payment or other obligations to any insurers or issuers of bonds, and any agreements or provisions of policies or bonds imposing payment or other obligations upon the Liquidating Debtors shall only be assumed pursuant to a separate order of the Court. ARTICLE IX THE LIQUIDATING TRUSTEE 9.1 Appointment. The Liquidating Trustee shall be designated by the Liquidating Debtors in the Notice of Designation, which shall be filed with the Court on or before ten (10) days prior to the Confirmation Hearing. The Liquidating Trustee's appointment shall become effective upon the occurrence of the Effective Date. 9.2 Compensation of the Liquidating Trustee for Dissolution Expenses. The Liquidating Trustee shall be paid for all reasonable and necessary Dissolution Expenses (including the reasonable and necessary fees and expenses of Retained Liquidation Professionals) out of the Operating Reserve in the following manner. On or before any Liquidating Trustee Billing Date, the Liquidating Trustee shall send the Liquidating Trustee Fee Notice and any Retained Liquidation Professional Fee Notices to the Oversight Nominee. Fifteen (15) days after sending the Liquidating Trustee Fee Notice and any Retained Liquidation Professional Fee Notices to the Oversight Nominee, the Liquidating Trustee shall be entitled to withdraw from the Operating Reserve the Dissolution Expenses claimed in such Liquidating Trustee Fee Notice and such Retained Liquidation Professional Fee Notice, provided, however, that if the Oversight Nominee sends a Fee Dispute Notice within such fifteen (15) day period to the Liquidating Trustee or a Retained Liquidation Professional, then the Liquidating Trustee shall only be entitled to withdraw any undisputed portion of such Dissolution Expenses from the Operating Reserve on such date. As to the disputed portion of such Dissolution Expenses, within five (5) days receipt of the Fee Dispute Notice, the Liquidating Trustee or applicable Retained Liquidation Professional must either (a) notify the Oversight Nominee that it will reduce the Dissolution Expenses in accordance with the Fee Dispute Notice or (b) commence a proceeding in the Court to determine the reasonableness, accuracy or proper scope of the disputed Dissolution Expenses. The Liquidating Trustee shall be paid for all Liquidation Expenses in the manner specified in Section 9.3 of this Liquidation Plan. 9.3 Recovery or Realization of Liquidation Proceeds. To the extent that the Liquidating Trustee determines in its sole discretion that it could profitably realize Liquidation Proceeds from the sale, transfer, collection or monetization of any Residual Liquidation Assets, which shall not include any of the Liquidation Assets transferred to Reorganized Covanta pursuant to the Secured Creditor Direction or the DIP Lender Direction, or any Cash transferred to the Operating Reserve or the Administrative Expense Claims Reserve pursuant to the Secured Creditor Direction, then the Liquidating Trustee shall liquidate such Residual Liquidation Assets in accordance with the provisions of this Liquidation Plan. Alternatively, if the Liquidating Trustee determines that it would not be profitable to pursue the sale, transfer, collection or monetization of any Residual Liquidation Assets of any respective Liquidating Debtor, then the Liquidating Trustee shall abandon such assets in accordance with Section 9.10 of this Liquidation Plan. All Liquidation Expenses incurred by the Liquidating Trustee in the sale, transfer, collection or monetization of Residual Liquidation Assets shall be paid only from the recoveries therefrom. 9.4 Distributions of Net Liquidation Proceeds. On the Liquidation Distribution Date following the realization of any Liquidation Proceeds from the sale, transfer, collection or monetization of any Residual Liquidation Assets in accordance with Section 9.3 of the Liquidation Plan, the Liquidating Trustee shall distribute any Net Liquidation Proceeds to the holders of Allowed Claims in accordance with this Liquidation Plan. The Liquidating Trustee shall provide notice to the Oversight Nominee in the Liquidation Trustee Billing Notice of (i) the realization of any Liquidation Proceeds; and (ii) any planned Distribution of any Net Liquidation Proceeds to be made on the next Liquidation Distribution Date. 9.5 Engagement of Professionals. The Liquidating Trustee shall obtain the approval of the Oversight Nominee prior to retention and engagement of any Retained Liquidation Professionals. Such approval shall not be unreasonably delayed or withheld. Each Retained Liquidation Professional shall submit its Retained Liquidation Professional Fee Notice to the Liquidating Trustee five (5) days prior to the Liquidating Trustee Billing Date. The fees and expenses of such professionals shall be (i) paid by the Liquidating Trustee out of the Operating Reserve so long as such fees and expenses constitute Dissolution Expenses and (ii) paid from the sale, transfer, collection or monetization of any Liquidation Assets, so long as the fees and expenses constitute Liquidation Expenses. The fees and expenses of Retained Liquidation Professionals are subject to the approval of the Oversight Nominee and any disputes concerning the fees and expenses of Retained Professionals will be dealt with in accordance with Section 9.2 of this Liquidation Plan. 9.6 Status of the Liquidating Trustee. Effective on the Effective Date, the Liquidating Trustee shall be the representative of each Liquidating Debtor's Estate as that term is used in section 1123(b)(3)(B) of the Bankruptcy Code and shall have the rights and powers provided for in the Liquidating Trust Agreement. In its capacity as the representative of an Estate, the Liquidating Trustee shall be the successor-in-interest to each Liquidating Debtor with respect to any action commenced by such Liquidating Debtor prior to the Confirmation Date, except with respect to the Claims of the Liquidating Pledgor Debtors and the Liquidating Non-Pledgor Debtors transferred to Reorganized Covanta pursuant to the Secured Creditor Direction and the DIP Lender Direction. All such actions and any and all other claims or interests constituting Liquidation Assets, and all claims, rights and interests thereunder shall be retained and enforced by the Liquidating Trustee as the representative of such Estate pursuant to section 1123(b)(3)(B) of the Bankruptcy Code. The Liquidating Trustee shall be a party in interest as to all matters over which the Court has jurisdiction. 9.7 Authority. Subject to the limitations contained herein, the Liquidating Trustee shall have, with respect to the Liquidating Debtors, the following powers, authorities, and duties, by way of illustration and not of limitation: (a) Manage, sell and convert all or any portion of the Liquidation Assets to Cash and distribute the Net Liquidation Proceeds as specified in this Liquidation Plan; (b) Release, convey or assign any right, title or interest in or about the Residual Liquidation Assets or any portion thereof; (c) Pay and discharge any costs, expenses and fees of Retained Liquidation Professionals and other obligations deemed necessary to preserve or enhance the value of the Residual Liquidation Assets, discharge duties under the Liquidation Plan or perform the purpose of the Liquidation Plan; (d) Open and maintain bank accounts and deposit funds and draw checks and make disbursements in accordance with the Liquidation Plan; (e) Engage and have such attorneys, accountants, agents, tax specialists, financial advisors, other professionals, and clerical assistance as may, in the discretion of the Liquidating Trustee, be deemed necessary for the purposes specified under this Liquidation Plan; (f) Sue and be sued and file or pursue objections to Claims and seek to estimate them; (g) Enforce, waive or release rights, privileges or immunities of any kind; (h) In general, without in any manner limiting any of the foregoing, deal with the Liquidation Assets or any part or parts thereof in all other ways as would be lawful for any person owning the same to deal therewith, whether similar to or different from the ways herein specified; (i) Abandon any Liquidation Assets in accordance with Section 9.10 hereof; (j) File certificates of dissolution and take any other action necessary to dissolve and wind up the affairs of the Liquidating Debtors in accordance with applicable state law; (k) As soon as is practicable after the Final Liquidation Distribution Date of each Liquidating Debtor, request the Court to enter the Final Order closing the Chapter 11 Case of each such Liquidating Debtor; and (l) Without limitation, do any and all things necessary to accomplish the purposes of the Liquidation Plan. 9.8 Objectives. In selling the Residual Liquidation Assets, or otherwise monetizing them, the Liquidating Trustee shall use its best efforts to maximize the amount of Liquidation Proceeds derived therefrom. The Liquidating Trustee shall cause all Residual Liquidation Assets not otherwise abandoned to be sold or otherwise monetized by the second anniversary of the Effective Date. 9.9 Making Distributions. The Liquidating Trustee shall be responsible for making Distributions described in this Liquidation Plan, and shall coordinate, as necessary, to make the transfers of the Distributions and other Liquidation Assets as contemplated by the Secured Creditor Direction and the DIP Lender Direction. 9.10 Abandonment. The Liquidating Trustee may abandon, on thirty (30) days' written notice to the Oversight Nominee and United States Trustee, any property which he or she determines in its reasonable discretion to be of de minimis value to the Liquidating Trust, including any pending adversary proceeding or other legal action commenced or commenceable by the Liquidating Trust. If either the Oversight Nominee or United States Trustee provides a written objection to the Liquidating Trustee prior to expiration of such thirty-day period with respect to the proposed abandonment of such property, then such property may be abandoned only pursuant to an application made to the Court. In the absence of any such objection, such property may be abandoned without further order of the Court. 9.11 No Recourse. No recourse shall ever be had, directly or indirectly, against the Liquidating Trustee personally or against any agent, employee or Retained Liquidation Professional of the Liquidating Trustee, by legal or equitable proceedings or by virtue any statute or otherwise, nor upon any promise, contract, instrument, undertaking, obligation, covenant or agreement whatsoever executed by the Liquidating Trustee under this Liquidation Plan, or by reason of the creation of any indebtedness by the Liquidating Trustee under this Liquidation Plan for any purpose authorized by this Liquidation Plan, it being expressly understood and agreed that all such liabilities, covenants, and agreements of the Liquidating Trustee, whether in writing or otherwise, shall be enforceable only against and be satisfied only out of the Residual Liquidation Assets or such part thereof as shall, under the terms of any such agreement, be liable therefor or shall be evidence only of a right of payment out of the Residual Liquidation Assets provided, however, that nothing contained in this Section 9.11 shall affect the liability of any of the parties listed above for gross negligence or willful misconduct. 9.12 Limited Liability. The Liquidating Trustee shall not be liable for any act he or she may do or omit to do while acting in good faith and in the exercise of his or her best judgment, and the fact that such act or omission was advised by an authorized attorney (or other Retained Liquidation Professional) for the Liquidating Trustee shall be conclusive evidence of such good faith and best judgment; nor shall the Liquidating Trustee be liable in any event, except for its gross negligence or willful misconduct. 9.13 Resignation. The Liquidating Trustee may resign at any time by giving at least thirty (30) days' written notice to the Oversight Nominee and the United States Trustee. In case of the resignation, removal or death of a Liquidating Trustee, a successor shall thereupon be appointed by agreement of the Oversight Nominee and the United States Trustee. 9.14 Reserves. (a) The Disputed Claims Reserve. Upon (i) the Liquidating Trustee's determination that Disputed Claims have been asserted against a Liquidating Debtor and (ii) the Liquidating Trustee's identification of Net Liquidation Proceeds that are not Collateral, the Liquidating Trustee shall establish the Disputed Claims Reserve, in order to make disbursements to each holder of a Disputed Claim against the applicable Liquidating Debtor, as provided in Article VII of this Liquidation Plan, whose Claim is or becomes an Allowed Claim, as the case may be, in the amount specified in the Final Order allowing such Disputed Claim on the Liquidation Distribution Date occurring after such order becomes a Final Order. (b) The Operating Reserve. On the Effective Date, the Liquidating Trustee shall establish the Operating Reserve in order to pay all Oversight Nominee Expenses and Dissolution Expenses. The Operating Reserve shall be funded in an amount not to exceed $500,000, pursuant to the Secured Creditor Direction. Such $500,000 shall be transferred to the Operating Reserve by the Liquidating Debtors, to the extent of any Liquidating Debtor Cash and the Reorganizing Debtors, to the extent of the Reorganizing Operating Reserve Obligation. Upon the latest to occur of (i) the entry of the Final Order closing each of the Liquidating Debtors' Chapter 11 Cases, (ii) the Final Liquidation Determination Date and (iii) the final payment of any Dissolution Expenses and Oversight Nominee Expenses, to the extent that there is any Cash in the Operating Reserve, the Liquidating Trustee shall contribute such Cash to Reorganized Covanta. (c) The Administrative Expense Claims Reserve. On the Effective Date, the Liquidating Trustee shall establish the Administrative Expense Claims Reserve in order to pay all Administrative Expense Claims, Priority Tax Claims and Priority Non-Tax Claims of the Liquidating Debtors. The Administrative Expense Claims Reserve shall be funded in an amount up to $2,500,000, pursuant to the Secured Creditor Direction. Such amount shall be transferred to the Administrative Expense Claims Reserve by the Reorganizing Debtors to the extent of the Reorganizing Debtors' Administrative Expense Claims Reserve Obligation. Upon the latest to occur of (i) the entry of the Final Order closing each of the Liquidating Debtors' Chapter 11 Cases, (ii) the Final Liquidation Determination Date and (iii) the final payment of any Dissolution Expenses and Oversight Nominee Expenses, to the extent that there is any Cash in the Administrative Expense Claims Reserve, the Liquidating Trustee shall contribute such Cash to Reorganized Covanta. 9.15 Statements. (a) The Liquidating Trustee shall maintain a record of the names and addresses of all holders of Allowed Unsecured Liquidation Claims against the applicable Liquidating Debtor for purposes of mailing Distributions to them. The Liquidating Trustee may rely on the name and address set forth in the applicable Liquidating Debtor's schedules filed with the Court, except to the extent a different name and/or address shall be set forth in a proof of claim filed by such holder in the cases, and the Liquidating Trustee may rely on the names and addresses in such schedules and/or proof of claim as being true and correct unless and until notified in writing. (b) The Liquidating Trustee shall file all tax returns and other filings with Governmental Units on behalf of the Liquidating Trust and the Residual Liquidation Assets it holds. 9.16 Further Authorization. The Liquidating Trustee shall be entitled to seek such orders, judgments, injunctions and rulings as they deem necessary to carry out the intentions and purposes, and to give full effect to the provisions, of this Liquidation Plan. ARTICLE X APPOINTMENT OF THE OVERSIGHT NOMINEE 10.1 Appointment of the Oversight Nominee. The Oversight Nominee shall be designated by the Liquidating Debtors in the Notice of Designation, which shall be filed with the Court on or before ten (10) days prior to the Confirmation Hearing. The appointment of the Oversight Nominee shall become effective upon the occurrence of the Effective Date. 10.2 Authority and Responsibility of the Oversight Nominee. The Oversight Nominee shall have the authority and responsibility to review the activities and performance of the Liquidating Trustee, and shall have the authority to remove and replace the Liquidating Trustee. It shall have such further authority as may be specifically granted or necessarily implied by this Liquidation Plan. 10.3 Limited Liability. The Oversight Nominee shall not be liable for anything other than its own acts as shall constitute willful misconduct or gross negligence of its duties. None of the Oversight Nominee's designees, agents or representatives or their respective employees, shall incur or be under any liability or obligation by reason of any act done or omitted to be done, by the Oversight Nominee or its designee, agent or representative or their employees. The Oversight Nominee may, in connection with the performance of its functions, and in its sole and absolute discretion, consult with counsel, accountants and its agents, and shall not be liable for anything done or omitted or suffered to be done in accordance with such advice or opinions. If the Oversight Nominee determines not to consult with counsel, accountants or its agents, such determination shall not be deemed to impose any liability on the Oversight Nominee. 10.4 The Oversight Nominee Expenses. The Oversight Nominee Expenses shall be paid by the Liquidating Trustee out of the Operating Reserve. ARTICLE XI CONDITIONS PRECEDENT TO THE CONFIRMATION AND THE EFFECTIVE DATE 11.1 Conditions to Confirmation. Each of the following is a condition to the Confirmation Date: (a) the entry of a Final Order finding that the Disclosure Statement contains adequate information pursuant to section 1125 of the Bankruptcy Code; (b) the proposed Confirmation Order shall be in form and substance, reasonably acceptable to the Liquidating Debtors and the Reorganization Plan Sponsor; (c) all provisions, terms and conditions of this Liquidation Plan are approved in the Confirmation Order; (d) the Confirmation Order shall contain a finding that any Intercompany Claim held by a Liquidating Debtor, Reorganizing Debtor or Heber Debtor is the exclusive property of such Liquidating Debtor, Reorganizing Debtor or Heber Debtor or debtor-in-possession pursuant to section 541 of the Bankruptcy Code; and (e) the Confirmation Order shall contain a ruling that each of the Intercompany Claims held by the Reorganizing Debtors, the Heber Debtors or the Liquidating Debtors against (i) the Liquidating Debtors and any of their respective present or former officers, directors, employees, attorneys, accountants, financial advisors, investment bankers or agents and (ii) the other persons or entities identified in Section 12.6 of this Liquidation Plan will be fully settled and released as of the Effective Date. 11.2 Conditions Precedent to the Effective Date. Each of the following is a condition precedent to the Effective Date of this Liquidation Plan: (a) That the Confirmation Order (i) shall have been entered by the Court and become a Final Order (ii) be in form and substance satisfactory to the Reorganizing Debtors, the Liquidating Debtors and the Reorganization Plan Sponsor and (iii) provide that the Liquidating Debtors, the Reorganizing Debtors and the Reorganized Debtors are authorized and directed to take all actions necessary or appropriate to enter into, implement and consummate the contracts, instruments, releases, leases, indentures and other agreements or documents created in connection with the Liquidation Plan and the Reorganization Plan; (b) that the Liquidating Trustee has entered into the Liquidating Trust Agreement, which shall be in form and substance acceptable to the Reorganization Plan Sponsor, with the Liquidating Debtors and is willing to serve in such capacity and the terms of its service and compensation shall have been approved by the Court at the Confirmation Hearing; (c) that the conditions precedent to the Effective Date of the Reorganization Plan shall have been satisfied or waived; (d) the Liquidating Debtors, the Reorganizing Debtors and the Heber Debtors shall be authorized and directed to take all actions necessary or appropriate to enter into, implement and consummate the contracts, instruments, releases, leases, indentures and the agreements or documents created in connection with the Liquidation Plan and the Reorganization Plan; (e) all actions, documents and agreements necessary to implement the Liquidation Plan and the Reorganization Plan shall (i) be in form and substance acceptable to the Reorganization Plan Sponsor and (ii) have been effected or executed; and (f) the conditions precedent to closing under the Investment and Purchase Agreement shall have been satisfied or waived in accordance with the terms and provisions thereof. 11.3 Waiver of Conditions. The Liquidating Debtors, with the prior written consent of the Reorganization Plan Sponsor, may waive any of the foregoing conditions set forth in Section 11.1 and 11.2 of this Liquidation Plan without leave of or notice to the Court and without any formal action other than proceeding with confirmation of this Liquidation Plan or emergence from bankruptcy. 11.4 Failure to Satisfy or Waiver of Conditions Precedent. In the event that any or all of the conditions specified in Section 11.1 or 11.2 of this Liquidation Plan have not been satisfied or waived in accordance with the provisions of this Article XI on or before June 30, 2004 (which date may be extended by the Liquidating Debtors with the prior written consent of the Reorganization Plan Sponsor), and upon notification submitted by the Liquidating Debtors to the Court, (a) the Confirmation Order shall be vacated (except as it may relate to the Heber Debtors), (b) no distributions under the Liquidation Plan shall be made, (c) the Liquidating Debtors and all holders of Claims and Equity Interests shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though such date never occurred, and (d) all the Liquidating Debtors' respective obligations with respect to the Claims and Equity Interests shall remain unchanged and nothing contained herein or in the Disclosure Statement shall be deemed an admission or statement against interests or to constitute a waiver or release of any claims by or against any Liquidating Debtor or any other Person or to prejudice in any manner the rights of any Liquidating Debtor or any Person in any further proceedings involving any Liquidating Debtor or any Person. ARTICLE XII EFFECT OF CONFIRMATION 12.1 Discharge. Pursuant to section 1141(d)(3) of the Bankruptcy Code, occurrence of the Confirmation Date will not discharge Claims against the Liquidating Debtors; provided, however, that no holder of a Claim against any Liquidating Debtor may, on account of such Claim, seek or receive any payment or other distribution from, or seek recourse against, any Reorganizing Debtor or Heber Debtor their respective successors or their respective property, except as expressly provided herein. 12.2 Binding Effect. Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code, on and after the Confirmation Date, and subject to the Effective Date, the provisions of this Liquidation Plan shall bind all present and former holders of a Claim against, or Equity Interest in, the applicable Liquidating Debtor and its respective successors and assigns, whether or not the Claim or Equity Interest of such holder is Impaired under this Liquidation Plan and whether or not such holder has filed a Proof of Claim or Equity Interest or accepted this Liquidation Plan. 12.3 Term of Injunctions or Stays. Unless otherwise provided herein, all injunctions or stays arising under section 105 or 362 of the Bankruptcy Code, any order entered during the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the later of the Effective Date and the date indicated in such order. 12.4 Injunction Against Interference with Liquidation Plan. Upon the entry of the Confirmation Order, all holders of Claims and Equity Interests and other parties in interest, along with their respective present and former employees, agents, officers, directors and principals, shall be enjoined from taking any actions to interfere with the implementation or consummation of this Liquidation Plan. 12.5 Exculpation. (a) Notwithstanding anything herein to the contrary, as of the Effective Date, none of (i) the Liquidating Debtors or their respective officers, directors and employees, (ii) the Specified Personnel, (iii) the Committee and any subcommittee thereof, (iv) the Agent Banks, the DIP Agents, the steering committee for the holders of the Secured Bank Claims and the Bondholders Committee, (v) the accountants, financial advisors, investment bankers, and attorneys for the Liquidating Debtors, (vi) the Liquidating Trustee, (vii) the Reorganization Plan Sponsor, (viii) the Investor Group and (ix) the directors, officers, employees, partners, members, agents, representatives, accountants, financial advisors, investment bankers, attorneys, employees or affiliates for any of the persons or entities described in (i), (iii), (iv), (v), (vi), (vii) or (viii) of this Section 12.5 shall have or incur any liability to any holder of a Claim or an Interest, or any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of the commencement or conduct of the Chapter 11 Cases; the reorganization of the Reorganizing Debtors and Heber Debtors; formulating, negotiating, consummating or implementing the Investment and Purchase Agreement (except, with respect to the Reorganization Plan Sponsor and the Investor Group, as explicitly provided pursuant to the Investment and Purchase Agreement); formulating, negotiating or implementing the Liquidation Plan; the solicitation of acceptances of the Liquidation Plan; the pursuit of confirmation of the Liquidation Plan; the confirmation, consummation or administration of the Liquidation Plan or the property to be distributed under the Liquidation Plan, except for their gross negligence or willful misconduct, and in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Liquidation Plan. Nothing in this Section 12.5 shall limit the liability or obligation of an issuer of a letter of credit to the beneficiary of such letter of credit or the obligations of the Reorganization Plan Sponsor under the Investment and Purchase Agreement. (b) Notwithstanding any other provision of this Liquidation Plan, no holder of a Claim or Interest, no other party in interest, none of their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, and no successors or assigns of the foregoing, shall have any right of action against any Reorganizing Debtor, Liquidating Debtor, Heber Debtor, Specified Personnel, the Committee and any subcommittee thereof, the Agent Banks, the DIP Agents, the Bondholders Committee and the steering committee of the holders of the Secured Bank Claims, the Reorganization Plan Sponsor, the Investor Group, nor any statutory committee, nor any of their respective present or former members, officers, directors, employees, advisors or attorneys, for any omission in connection with, related to, or arising out of, the Chapter 11 Cases, formulating, negotiating or implementing this Liquidation Plan, formulating, negotiating, consummating or implementing the Investment and Purchase Agreement (except, with respect to the Reorganization Plan Sponsor and the Investor Group, as explicitly provided pursuant to the Investment and Purchase Agreement), solicitation of acceptances of this Liquidation Plan, the pursuit of confirmation of this Liquidation Plan, the confirmation, consummation or administration of this Liquidation Plan or the property to be distributed hereunder, except for gross negligence or willful misconduct. (c) Nothing in this Section 12.5 of the Liquidation Plan shall (i) be construed to exculpate any entity from liability with respect to an act or omission to the extent that such act or omission is determined by a Final Order to have constituted fraud, gross negligence, willful misconduct, criminal conduct or misuse of confidential information that causes damages, or (ii) to the extent applicable, limit the liability of the professionals representing the Liquidating Debtors, the Reorganized Debtors, the Committee, the Bondholders Committee, the Indenture Trustee or the Agent Banks to their respective clients pursuant to DR 6-102 of the New York Code of Professional Responsibility. 12.6 Release Granted by the Liquidating Debtors. As of the Effective Date, the Liquidating Debtors, on behalf of themselves and their Estates, shall be deemed to release unconditionally all claims, obligations, suits, judgments, damages, rights, causes of action, and liabilities whatsoever, against the Reorganizing Debtors, Heber Debtors, the Reorganization Plan Sponsor, the Investor Group and the Reorganizing Debtors', Heber Debtors', Liquidating Debtors' and Reorganization Plan Sponsor's respective present or former officers, directors, employees, partners, members, affiliates, advisors, attorneys, financial advisors, accountants, investment bankers and other professionals, and the Committee's, the steering committee for the holders of the Secured Bank Claims' and the Bondholders Committee's members, advisors, attorneys, financial advisors, investment bankers, accountants and other professionals, in each case whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken with respect to any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Liquidating Debtors, the Reorganizing Debtors, the Heber Debtors, the Reorganization Plan Sponsor and the Investor Group, the Chapter 11 Cases, the Reorganization Plan, the Heber Reorganization Plan, the Investment Purchase Agreement or this Liquidation Plan; provided that, the release granted pursuant to this Section 12.6 shall in no way effect or release the Claims arising prior to the respective Petition Dates, if any, of holders of the Debtors' public securities against parties other than the Liquidating Debtors; and further provided that nothing in this Liquidation Plan shall effect a release in favor of any Person other than the Liquidating Debtors with respect to any debt owed to the United States Government or any regulatory agency thereof, any state, city or municipality for any liability of such Person arising under (i) the Internal Revenue Code, or any state, city or municipal tax code, (ii) the environmental laws of the United States, any state, city or municipality, (iii) any criminal laws of the United States, any state, city or municipality, or (iv) any liability arising under federal securities laws; and further provided that, with respect to the Plan Sponsor and the Investors, nothing herein shall release the Plan Sponsor or the Investor Group with respect to obligations pursuant to their contractual obligations under the Investment and Purchase Agreement and the documents executed in connection therewith or as specifically provided pursuant to this Liquidation Plan; and further provided that, with respect to any party to the Exit Financing Agreements (as defined by the Reorganization Plan), nothing herein shall release any such parties with respect to obligations pursuant to their contractual obligations, if any, under the Exit Financing Agreements (as defined by the Reorganization Plan) or as otherwise provided pursuant to this Liquidation Plan. ARTICLE XIII MISCELLANEOUS PROVISIONS 13.1 Retention of Jurisdiction. The Court shall retain exclusive jurisdiction of all matters arising under, arising out of, or related to, the Chapter 11 Cases and this Liquidation Plan pursuant to, and for the purposes of, sections 105(a) and 1142 of the Bankruptcy Code and for, among other things, the following non-exclusive purposes: (a) To determine the allowance or classification of Claims and to hear and determine any objections thereto; (b) to hear and determine any motions for the assumption, assumption and assignment or rejection of executory contracts or unexpired leases, and the allowance of any Claims resulting therefrom; (c) to determine any and all motions, adversary proceedings, applications, contested matters and other litigated matters in connection with the Chapter 11 Cases that may be pending in the Court on, or initiated after, the Effective Date; (d) to enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified, or vacated; (e) to issue such orders in aid of the execution, implementation and consummation of this Liquidation Plan to the extent authorized by section 1142 of the Bankruptcy Code or otherwise; (f) to construe and take any action to enforce this Liquidation Plan; (g) to reconcile any inconsistency in any order of the Court, including, without limitation, the Confirmation Order; (h) to modify the Liquidation Plan pursuant to section 1127 of the Bankruptcy Code, or to remedy any apparent non-material defect or omission in this Liquidation Plan, or to reconcile any non-material inconsistency in the Liquidation Plan so as to carry out its intent and purposes; (i) to hear and determine all applications for compensation and reimbursement of expenses of professionals under sections 330, 331, and 503(b) of the Bankruptcy Code; (j) to resolve any disputes over the reasonableness, accuracy and proper scope of any Dissolution Expenses (including those of the Liquidating Trustee and any Retained Liquidation Professionals); (k) to determine any other requests for payment of Priority Tax Claims, Priority Non-Tax Claims or Administrative Expense Claims; (l) to hear and determine all matters relating to the 9.25% Debentures Adversary Proceeding, including any disputes arising in connection with the interpretation, implementation or enforcement of any settlement agreement related thereto; (m) to hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of this Liquidation Plan; (n) to consider and act on the compromise and settlement or payment of any Claim against the Liquidating Debtors; (o) to recover all assets of Liquidating Debtors and property of the Estates, wherever located; (p) to determine all questions and disputes regarding title to the assets of the Liquidating Debtors or their Estates; (q) to issue injunctions, enter and implement other orders or to take such other actions as may be necessary or appropriate to restrain interference by any entity with the consummation, implementation or enforcement of the Liquidation Plan or the Confirmation Order; (r) to remedy any breach or default occurring under this Liquidation Plan; (s) to resolve and finally determine all disputes that may relate to, impact on or arise in connection with, this Liquidation Plan; (t) to hear and determine matters concerning state, local, and federal taxes for any period of time, including, without limitation, pursuant to sections 346, 505, 1129 and 1146 of the Bankruptcy Code (including any requests for expedited determinations under section 505(b) of the Bankruptcy Code filed, or to be filed, with respect to tax returns for any and all taxable periods ending after each of the applicable Petition Dates through, and including, the Final Liquidation Distribution Date); (u) to determine such other matters and for such other purposes as may be provided in the Confirmation Order; (v) to hear any other matter consistent with the provisions of the Bankruptcy Code; and (w) to enter a final decree closing the Chapter 11 Cases. 13.2 Deletion of Classes and Subclasses. Any class or subclass of Claims that does not contain as an element thereof an Allowed Claim or a Claim temporarily allowed under Bankruptcy Rule 3018 as of the date of the commencement of the Confirmation Hearing shall be deemed deleted from this Liquidation Plan for purposes of voting to accept or reject this Liquidation Plan and for purposes of determining acceptance or rejection of this Liquidation Plan by such class or subclass under section 1129(a)(8) of the Bankruptcy Code. 13.3 Courts of Competent Jurisdiction. If the Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising out of this Liquidation Plan, such abstention, refusal or failure of jurisdiction shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction by any other Court having competent jurisdiction with respect to such matter. 13.4 Payment of Statutory Fees. All fees payable for any particular Liquidating Debtor, pursuant to section 1930 of Title 28 of the United States Code shall be paid through the entry of a final decree closing the Chapter 11 Case of such Liquidating Debtor. Unless relieved of any of the obligation to pay the United States Trustee Fees by further order of the Court, the Liquidating Trustee shall timely pay the United States Trustee Fees, and after the Confirmation Date, the Liquidating Trustee shall file with the Court and serve on the United States Trustee a quarterly disbursement report for each quarter, or portion thereof, until a final decree closing the Chapter 11 Cases has been entered, or the Chapter 11 Cases dismissed or converted to another chapter, in a format prescribed by and provided by the United States Trustee. 13.5 Dissolution of the Committee. On the Effective Date, the Committee shall be dissolved and the members thereof shall be released and discharged of and from all further authority, duties, responsibilities, and obligations related to and arising from and in connection with the Chapter 11 Cases, and the retention or employment of the Committee's attorneys, accountants, and other agents, shall terminate, except as otherwise expressly authorized pursuant to the Reorganization Plan. 13.6 Effectuating Documents and Further Transactions. The chief executive officer of each of the Liquidating Debtors, or his or her designee, shall be authorized to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents and take such actions on behalf of the Liquidating Debtors as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Liquidation Plan, without any further action by or approval of the Board of Directors or other governing body of the Liquidating Debtors. 13.7 Successors and Assigns. The rights, benefits and obligations of any person named or referred to in this Liquidation Plan shall be binding upon, and shall inure to the benefit of, the heir, executor, administrator, successor or assignee of such person. 13.8 Governing Law. Except to the extent that the Bankruptcy Code or the Bankruptcy Rules are applicable, the rights, duties and obligations arising under this Liquidation Plan shall be governed by and construed in accordance with the laws of the State of New York. 13.9 Modification of Plan. Subject to the provisions of the DIP Financing Facility and Section 5.5 of this Liquidation Plan the Liquidating Debtors reserve the right: (i) in accordance with the Bankruptcy Code and the Bankruptcy Rules, to amend or modify this Liquidation Plan at any time prior to the entry of the Confirmation Order; provided, however, that any such amendment or modification shall require the prior written consent of the Reorganization Plan Sponsor, (ii) to alter, amend, modify, revoke or withdraw the Liquidation Plan as it applies to any particular Liquidating Debtor on or prior to the Confirmation Date; and (iii) to seek confirmation of the Liquidation Plan or a separate liquidation plan with substantially similar terms with respect to only certain of the Liquidating Debtors, and to alter, amend, modify, revoke or withdraw the Liquidation Plan, in whole or in part, for such purpose. Additionally, the Liquidating Debtors reserve their rights to redesignate Debtors as Reorganizing Debtors or Liquidating Debtors at any time prior to ten (10) days prior to the Confirmation Hearing. Holders of Claims or Equity Interests who are entitled to vote on the Reorganization Plan or the Liquidation Plan and who are affected by any such redesignation shall have five (5) days from the notice of such redesignation to vote to accept or reject the Reorganization Plan or the Liquidation Plan, as the case may be. The Liquidating Debtors also reserve the right to withdraw prior to the Confirmation Hearing one or more Liquidating Debtors from the Liquidation Plan, as the case may be, and to thereafter file a plan solely with respect to such Liquidating Debtor or Liquidating Debtors. After the entry of the Confirmation Order, the Liquidating Trustee may, upon approval of the Oversight Nominee and order of the Court, amend or modify this Liquidation Plan, in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in this Liquidation Plan in such a manner as may be necessary to carry out the purpose and intent of this Liquidation Plan. A holder of an Allowed Claim or Equity Interest that is deemed to have accepted this Liquidation Plan shall be deemed to have accepted this Liquidation Plan as modified if the proposed modification does not materially and adversely change the treatment of the Claim or Equity Interest of such holder. 13.10 Rules of Construction. For purposes of this Liquidation Plan, the following rules of interpretation apply: (a) The words "herein," "hereof," "hereto," "hereunder" and others of similar import refer to this Liquidation Plan as a whole and not to any particular section, subsection, or clause contained in this Liquidation Plan. (b) The word "including" shall mean "including without limitation." (c) Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. (d) Any reference in this Liquidation Plan to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions. (e) Any reference in this Liquidation Plan to an existing document or exhibit filed or to be filed means such document or exhibit, as it may have been or may be amended, modified or supplemented. (f) Unless otherwise specified, all references in this Liquidation Plan to Sections, Articles, Schedules and Exhibits are references to Sections, Articles, Schedules and Exhibits of or to this Liquidation Plan. (g) Captions and headings to Articles and Sections are inserted for convenience of reference only are not intended to be a part of or to affect the interpretation of this Liquidation Plan. (h) Unless otherwise expressly provided, the rules of construction set forth in section 102 of the Bankruptcy Code and in the Bankruptcy Rules shall apply to this Liquidation Plan. 13.11 Computation of Time. In computing any period of time prescribed or allowed by this Liquidation Plan, unless otherwise expressly provided, the provisions of Bankruptcy Rule 9006 shall apply. 13.12 Notices. Following the Effective Date, any notices to or requests of the Liquidation Debtors by parties in interest under or in connection with this Liquidation Plan shall be in writing and served either by (a) certified mail, return receipt requested, postage prepaid, (b) hand delivery, or (c) reputable overnight delivery service, all charges prepaid, and shall be deemed to have been given when received by the Liquidating Trustee and any counsel to the Liquidating Trustee (each such party to be designated in the Notice of Designation). 13.13 Exhibits. All Exhibits and Schedules to this Liquidation Plan are incorporated into and are a part of this Liquidation Plan as if set forth in full herein. 13.14 Counterparts. This Liquidation Plan may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. 13.15 Severability. If, prior to the Confirmation Date, any term or provision of this Liquidation Plan is determined by the Court to be invalid, void or unenforceable, the Court will have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Liquidation Plan will remain in full force and effect and will in no way be affected, impaired or invalidated by such holding alteration or interpretation. The Confirmation Order will constitute a judicial interpretation that each term and provision of this Liquidation Plan, as it may have been altered or interpreted in accordance with the forgoing, is valid and enforceable pursuant to its terms. Additionally, if the Court determines that the Liquidation Plan, as it applies to any particular Liquidating Debtor, is not confirmable pursuant to section 1129 of the Bankruptcy Code (and cannot be altered or interpreted in a way that makes it confirmable), such determination shall not limit or affect (a) the confirmability of the Liquidation Plan as it applies to any other Liquidating Debtor or (b) the Liquidating Debtors' ability to modify the Liquidation Plan, as it applies to any particular Liquidating Debtor, to satisfy the confirmation requirements of section 1129 of the Bankruptcy Code. Dated: March 2, 2004 OGDEN NEW YORK SERVICES, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ ALPINE FOOD PRODUCTS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ BDC LIQUIDATING CORP. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ BOULDIN DEVELOPMENT CORP. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ COVANTA CONCERTS HOLDINGS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ COVANTA ENERGY SAO JERONIMO, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ COVANTA FINANCIAL SERVICES, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ COVANTA HUNTINGTON, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ COVANTA KEY LARGO, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ COVANTA NORTHWEST PUERTO RICO, INC. - By: /s/ Jeffrey R. Horowitz ------------------------------------------------ COVANTA OIL & GAS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ COVANTA SECURE SERVICES USA, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ COVANTA WASTE SOLUTIONS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ DOGGIE DINER, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ GULF COAST CATERING COMPANY, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ J.R. JACK'S CONSTRUCTION CORPORATION By: /s/ Jeffrey R. Horowitz ------------------------------------------------ LENZAR ELECTRO-OPTICS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ LOGISTICS OPERATIONS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OFFSHORE FOOD SERVICE, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OFS EQUITY OF ALEXANDRIA/ARLINGTON, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OFS EQUITY OF BABYLON, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OFS EQUITY OF DELAWARE, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OFS EQUITY OF HUNTINGTON, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OFS EQUITY OF INDIANAPOLIS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OFS EQUITY OF STANISLAUS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN ALLIED ABATEMENT & DECONTAMINATION SERVICE, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN ALLIED MAINTENANCE CORP. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN ALLIED PAYROLL SERVICES, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN ATTRACTIONS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN AVIATION DISTRIBUTING CORP. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN AVIATION FUELING COMPANY OF VIRGINIA, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN AVIATION SECURITY SERVICES OF INDIANA, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN AVIATION SERVICE COMPANY OF COLORADO, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN AVIATION SERVICE COMPANY OF PENNSYLVANIA, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN AVIATION SERVICE INTERNATIONAL CORPORATION By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN AVIATION TERMINAL SERVICES, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN AVIATION, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN CARGO SPAIN, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN CENTRAL AND SOUTH AMERICA, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN CISCO, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN COMMUNICATIONS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN CONSTRUCTORS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN ENVIRONMENTAL & ENERGY SERVICES CO., INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN FACILITY HOLDINGS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN FACILITY MANAGEMENT CORPORATION OF ANAHEIM By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN FACILITY MANAGEMENT CORPORATION OF WEST VIRGINIA By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN FILM AND THEATRE, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN FIREHOLE ENTERTAINMENT CORP. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN FOOD SERVICE CORPORATION OF MILWAUKEE, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN INTERNATIONAL EUROPE, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN LEISURE, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN MANAGEMENT SERVICES, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ COVANTA TULSA, INC. By: /s/ Jeffrey R. Horowitz -------------------------------------------------- OGDEN PIPELINE SERVICE CORPORATION By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN SERVICES CORPORATION By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN SUPPORT SERVICES, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN TECHNOLOGY SERVICES CORPORATION By: /s/ Jeffrey R. Horowitz ------------------------------------------------ OGDEN TRANSITION CORPORATION By: /s/ Jeffrey R. Horowitz ------------------------------------------------ PA AVIATION FUEL HOLDINGS, INC. By: /s/ Jeffrey R. Horowitz ------------------------------------------------ PHILADELPHIA FUEL FACILITIES CORPORATION By: /s/ Jeffrey R. Horowitz ------------------------------------------------ EXHIBIT 1 TO THE LIQUIDATION PLAN LIST OF LIQUIDATING DEBTORS Liquidating Debtor Case Number Alpine Food Products, Inc. 03-13679 (CB) BDC Liquidating Corp. 03-13681 (CB) Bouldin Development Corp. 03-13680 (CB) Covanta Concerts Holdings, Inc. 02-16322 (CB) Covanta Energy Sao Jeronimo, Inc. 02-40854 (CB) Covanta Financial Services, Inc. 02-40947 (CB) Covanta Huntington, Inc. 02-40918 (CB) Covanta Key Largo, Inc. 02-40864 (CB) Covanta Northwest Puerto Rico, Inc. 02-40942 (CB) Covanta Oil & Gas, Inc. 02-40878 (CB) Covanta Secure Services USA, Inc. 02-40896 (CB) Covanta Tulsa, Inc. 02-40945 (CB) Covanta Waste Solutions, Inc. 02-40897 (CB) Doggie Diner, Inc. 03-13684 (CB) Gulf Coast Catering Company, Inc. 03-13685 (CB) J.R. Jack's Construction Corporation 02-40857 (CB) Lenzar Electro-Optics, Inc. 02-40832 (CB) Logistics Operations, Inc. 03-13688 (CB) Offshore Food Service, Inc. 03-13694 (CB) OFS Equity of Alexandria/Arlington, Inc. 03-13687 (CB) OFS Equity of Babylon, Inc. 03-13690 (CB) OFS Equity of Delaware, Inc. 03-13689 (CB) OFS Equity of Huntington, Inc. 03-13691 (CB) OFS Equity of Indianapolis, Inc. 03-13693 (CB) OFS Equity of Stanislaus, Inc. 03-13692 (CB) Ogden Allied Abatement & Decontamination Service, Inc. 02-40827 (CB) Ogden Allied Maintenance Corp. 02-40828 (CB) Ogden Allied Payroll Services, Inc. 02-40835 (CB) Ogden Attractions, Inc. 02-40836 (CB) Ogden Aviation Distributing Corp. 02-40829 (CB) Ogden Aviation Fueling Company of Virginia, Inc. 02-40837 (CB) Ogden Aviation Security Services of Indiana, Inc. 03-13695 (CB) Ogden Aviation Service Company of Colorado, Inc. 02-40839 (CB) Ogden Aviation Service Company of Pennsylvania, Inc. 02-40834 (CB) Ogden Aviation Service International Corporation 02-40830 (CB) Ogden Aviation Terminal Services, Inc. 03-13696 (CB) Ogden Aviation, Inc. 02-40838 (CB) Ogden Cargo Spain, Inc. 02-40843 (CB) Ogden Central and South America, Inc. 02-40844 (CB) Ogden Cisco, Inc. 03-13698 (CB) Ogden Communications, Inc. 03-13697 (CB) Ogden Constructors, Inc. 02-40858 (CB) Ogden Environmental & Energy Services Co., Inc. 02-40859 (CB) Ogden Facility Holdings, Inc. 02-40845 (CB) Ogden Facility Management Corporation of Anaheim 02-40846 (CB) Ogden Facility Management Corporation of West Virginia 03-13699 (CB) Ogden Film and Theatre, Inc. 02-40847 (CB) Ogden Firehole Entertainment Corp. 02-40848 (CB) Ogden Food Service Corporation of Milwaukee, Inc. 03-13701 (CB) Ogden International Europe, Inc. 02-40849 (CB) Ogden Leisure, Inc. 03-13700 (CB) Ogden Management Services, Inc. 03-13702 (CB) Ogden New York Services, Inc. 02-40826 (CB) Ogden Pipeline Service Corporation 03-13704 (CB) Ogden Services Corporation 02-40850 (CB) Ogden Support Services, Inc. 02-40851 (CB) Ogden Technology Services Corporation 03-13703 (CB) Ogden Transition Corporation 03-13705 (CB) PA Aviation Fuel Holdings, Inc. 02-40852 (CB) Philadelphia Fuel Facilities Corporation 02-40853 (CB) EXHIBIT 2 TO THE LIQUIDATION PLAN LIST OF REORGANIZING DEBTORS Reorganizing Debtor Case Number Covanta Acquisition, Inc. 02-40861 (CB) Covanta Alexandria/Arlington, Inc. 02-40929 (CB) Covanta Babylon, Inc. 02-40928 (CB) Covanta Bessemer, Inc. 02-40862 (CB) Covanta Bristol, Inc. 02-40930 (CB) Covanta Cunningham Environmental Support, Inc. 02-40863 (CB) Covanta Energy Americas, Inc. 02-40881 (CB) Covanta Energy Construction, Inc. 02-40870 (CB) Covanta Energy Corporation 02-40841 (CB) Covanta Energy Group, Inc. 03-13707 (CB) Covanta Energy International, Inc. 03-13706 (CB) Covanta Energy Resource Corp. 02-40915 (CB) Covanta Energy Services, Inc. 02-40899 (CB) Covanta Energy West, Inc. 02-40871 (CB) Covanta Engineering Services, Inc. 02-40898 (CB) Covanta Fairfax, Inc. 02-40931 (CB) Covanta Geothermal Operations Holdings, Inc. 02-40873 (CB) Covanta Geothermal Operations, Inc. 02-40872 (CB) Covanta Heber Field Energy, Inc. 02-40893 (CB) Covanta Hennepin Energy Resource Co., L.P. 02-40906 (CB) Covanta Hillsborough, Inc. 02-40932 (CB) Covanta Honolulu Resource Recovery Venture 02-40905 (CB) Covanta Huntington Limited Partnership 02-40916 (CB) Covanta Huntington Resource Recovery One Corp. 02-40919 (CB) Covanta Huntington Resource Recovery Seven Corp. 02-40920 (CB) Covanta Huntsville, Inc. 02-40933 (CB) Covanta Hydro Energy, Inc. 02-40894 (CB) Covanta Hydro Operations West, Inc. 02-40875 (CB) Covanta Hydro Operations, Inc. 02-40874 (CB) Covanta Imperial Power Services, Inc. 02-40876 (CB) Covanta Indianapolis, Inc. 02-40934 (CB) Covanta Kent, Inc. 02-40935 (CB) Covanta Lancaster, Inc. 02-40937 (CB) Covanta Lee, Inc. 02-40938 (CB) Covanta Long Island, Inc. 02-40917 (CB) Covanta Marion Land Corp. 02-40940 (CB) Covanta Marion, Inc. 02-40939 (CB) Covanta Mid-Conn, Inc. 02-40911 (CB) Covanta Montgomery, Inc. 02-40941 (CB) Covanta New Martinsville Hydro-Operations Corp. 02-40877 (CB) Covanta Oahu Waste Energy Recovery, Inc. 02-40912 (CB) Covanta Onondaga Five Corp. 02-40926 (CB) Covanta Onondaga Four Corp. 02-40925 (CB) Covanta Onondaga Limited Partnership 02-40921 (CB) Covanta Onondaga Operations, Inc. 02-40927 (CB) Covanta Onondaga Three Corp. 02-40924 (CB) Covanta Onondaga Two Corp. 02-40923 (CB) Covanta Onondaga, Inc. 02-40922 (CB) Covanta Operations of Union, LLC 02-40909 (CB) Covanta OPW Associates, Inc. 02-40908 (CB) Covanta OPWH, Inc. 02-40907 (CB) Covanta Pasco, Inc. 02-40943 (CB) Covanta Plant Services of New Jersey, Inc. 02-40900 (CB) Covanta Power Development of Bolivia, Inc. 02-40856 (CB) Covanta Power Development, Inc. 02-40855 (CB) Covanta Power Equity Corp. 02-40895 (CB) Covanta Power International Holdings, Inc. 03-13708 (CB) Covanta Projects, Inc. 03-13709 (CB) Covanta Projects of Hawaii, Inc. 02-40913 (CB) Covanta Projects of Wallingford, L.P. 02-40903 (CB) Covanta RRS Holdings, Inc. 02-40910 (CB) Covanta Secure Services, Inc. 02-40901 (CB) Covanta SIGC Geothermal Operations, Inc. 02-40883 (CB) Covanta Stanislaus, Inc. 02-40944 (CB) Covanta Systems, Inc. 02-40948 (CB) Covanta Union, Inc. 02-40946 (CB) Covanta Wallingford Associates, Inc. 02-40914 (CB) Covanta Waste to Energy of Italy, Inc. 02-40902 (CB) Covanta Waste to Energy, Inc. 02-40949 (CB) Covanta Water Holdings, Inc. 02-40866 (CB) Covanta Water Systems, Inc. 02-40867 (CB) Covanta Water Treatment Services, Inc. 02-40868 (CB) DSS Environmental, Inc. 02-40869 (CB) ERC Energy II, Inc. 02-40890 (CB) ERC Energy, Inc. 02-40891 (CB) Heber Field Energy II, Inc. 02-40892 (CB) Heber Loan Partners 02-40889 (CB) OPI Quezon, Inc. 02-40860 (CB) Three Mountain Operations, Inc. 02-40879 (CB) Three Mountain Power, LLC 02-40880 (CB) EXHIBIT 3 TO THE LIQUIDATION PLAN LIST OF LIQUIDATING DEBTORS THAT FILED ON INITIAL PETITION DATE AND SUBSEQUENT PETITION DATE SCHEDULE OF LIQUIDATING DEBTORS FILING ON APRIL 1, 2002 (THE INITIAL PETITION DATE) Liquidating Debtor Case Number Covanta Energy Sao Jeronimo, Inc. 02-40854 (CB) Covanta Financial Services, Inc. 02-40947 (CB) Covanta Huntington, Inc. 02-40918 (CB) Covanta Key Largo, Inc. 02-40864 (CB) Covanta Northwest Puerto Rico, Inc. 02-40942 (CB) Covanta Oil & Gas, Inc. 02-40878 (CB) Covanta Secure Services USA, Inc. 02-40896 (CB) Covanta Tulsa, Inc. 02-40945 (CB) Covanta Waste Solutions, Inc. 02-40897 (CB) J.R. Jack's Construction Corporation 02-40857 (CB) Lenzar Electro-Optics, Inc. 02-40832 (CB) Ogden Allied Abatement & Decontamination Service, Inc. 02-40827 (CB) Ogden Allied Maintenance Corp. 02-40828 (CB) Ogden Allied Payroll Services, Inc. 02-40835 (CB) Ogden Attractions, Inc. 02-40836 (CB) Ogden Aviation Distributing Corp. 02-40829 (CB) Ogden Aviation Fueling Company of Virginia, Inc. 02-40837 (CB) Ogden Aviation Service Company of Colorado, Inc. 02-40839 (CB) Ogden Aviation Service Company of Pennsylvania, Inc. 02-40834 (CB) Ogden Aviation Service International Corporation 02-40830 (CB) Ogden Aviation, Inc. 02-40838 (CB) Ogden Cargo Spain, Inc. 02-40843 (CB) Ogden Central and South America, Inc. 02-40844 (CB) Ogden Constructors, Inc. 02-40858 (CB) Ogden Environmental & Energy Services Co., Inc. 02-40859 (CB) Ogden Facility Holdings, Inc. 02-40845 (CB) Ogden Facility Management Corporation of Anaheim 02-40846 (CB) Ogden Film and Theatre, Inc. 02-40847 (CB) Ogden Firehole Entertainment Corp. 02-40848 (CB) Ogden International Europe, Inc. 02-40849 (CB) Ogden New York Services, Inc. 02-40826 (CB) Ogden Services Corporation 02-40850 (CB) Ogden Support Services, Inc. 02-40851 (CB) PA Aviation Fuel Holdings, Inc. 02-40852 (CB) Philadelphia Fuel Facilities Corporation 02-40853 (CB) SCHEDULE OF LIQUIDATING DEBTORS FILING ON JUNE 6, 2003 (THE SUBSEQUENT PETITION DATE) Liquidating Debtor Case Number Alpine Food Products, Inc. 03-13679 (CB) BDC Liquidating Corp. 03-13681 (CB) Bouldin Development Corp. 03-13680 (CB) Doggie Diner, Inc. 03-13684 (CB) Gulf Coast Catering Company, Inc. 03-13685 (CB) Logistics Operations, Inc. 03-13688 (CB) Offshore Food Service, Inc. 03-13694 (CB) OFS Equity of Alexandria/Arlington, Inc. 03-13687 (CB) OFS Equity of Babylon, Inc. 03-13690 (CB) OFS Equity of Delaware, Inc. 03-13689 (CB) OFS Equity of Huntington, Inc. 03-13691 (CB) OFS Equity of Indianapolis, Inc. 03-13693 (CB) OFS Equity of Stanislaus, Inc. 03-13692 (CB) Ogden Aviation Security Services of Indiana, Inc. 03-13695 (CB) Ogden Aviation Terminal Services, Inc. 03-13696 (CB) Ogden Cisco, Inc. 03-13698 (CB) Ogden Communications, Inc. 03-13697 (CB) Ogden Facility Management Corporation of West Virginia 03-13699 (CB) Ogden Food Service Corporation of Milwaukee, Inc. 03-13701 (CB) Ogden Leisure, Inc. 03-13700 (CB) Ogden Management Services, Inc. 03-13702 (CB) Ogden Pipeline Service Corporation 03-13704 (CB) Ogden Technology Services Corporation 03-13703 (CB) Ogden Transition Corporation 03-13705 (CB) EXHIBIT 4 TO THE LIQUIDATION PLAN LIST OF HEBER DEBTORS Heber Debtor Case Number AMOR 14 Corporation 02-40886 (CB) Covanta SIGC Energy, Inc. 02-40885 (CB) Covanta SIGC Energy II, Inc. 02-40884 (CB) Heber Field Company 02-40888 (CB) Heber Geothermal Company 02-40887 (CB) Second Imperial Geothermal Co., L.P. 02-40882 (CB) EXHIBIT 5 TO THE LIQUIDATION PLAN SCHEDULE OF ASSUMED CONTRACTS AND LEASES As of the Effective Date, all executory contracts and unexpired leases to which each Liquidating Debtor is a party shall be deemed rejected, except for any executory contract or unexpired lease that (i) has been previously assumed or rejected pursuant to a Final Order of the Bankruptcy Court, (ii) is specifically designated as a contract or lease on this schedule, or (iii) is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Liquidating Debtors prior to the Confirmation Hearing. Name of Liquidating Name and Address Description of Contract Debtor that is the of the Counterparty Party to the Contract or Other Party) to the Contract 1. Alpine Food Products, Inc. No executory contract or unexpired lease will be assumed. 2. BDC Liquidating Corp. No executory contract or unexpired lease will be assumed. 3. Bouldin Development Corp. No executory contract or unexpired lease will be assumed. 4. Covanta Concerts Holdings, Inc. No executory contract or unexpired lease will be assumed. 5. Covanta Energy Sao Jeronimo, Inc. No executory contract or unexpired lease will be assumed. 6. Covanta Financial Services No executory contract or unexpired lease will be assumed. 7. Covanta Huntington, Inc. No executory contract or unexpired lease will be assumed. 8. Covanta Key Largo, Inc. No executory contract or unexpired lease will be assumed. 9. Covanta Northwest Puerto Rico, Inc. No executory contract or unexpired lease will be assumed. 10. Covanta Oil & Gas, Inc. No executory contract or unexpired lease will be assumed. 11. Covanta Secure Services USA, Inc. No executory contract or unexpired lease will be assumed. 12. Covanta Tulsa, Inc. No executory contract or unexpired lease will be assumed. 13. Covanta Waste Solutions, Inc. No executory contract or unexpired lease will be assumed. 14. Doggie Diner, Inc. No executory contract or unexpired lease will be assumed. 15. Gulf Cost Catering Company, Inc. No executory contract or unexpired lease will be assumed. 16. J.R. Jacks Construction Corporation No executory contract or unexpired lease will be assumed. 17. Lenzar Electro-Optics, Inc. No executory contract or unexpired lease will be assumed. 18. Logistics Operations, Inc. No executory contract or unexpired lease will be assumed. 19. Offshore Food Service, Inc. No executory contract or unexpired lease will be assumed. 20. OFS Equity of Alexandria/Arlington, Inc. No executory contract or unexpired lease will be assumed. 21. OFS Equity of Babylon, Inc. No executory contract or unexpired lease will be assumed. 22. OFS Equity of Delaware, Inc. No executory contract or unexpired lease will be assumed. 23. OFS Equity of Huntington, Inc. No executory contract or unexpired lease will be assumed. 24. OFS Equity of Indianapolis, Inc. No executory contract or unexpired lease will be assumed. 25. OFS Equity of Stanislaus, Inc. No executory contract or unexpired Inc. lease will be assumed. 26. Ogden Allied Abatement & No executory contract or unexpired Decontamination Service, Inc. lease will be assumed. 27. Ogden Allied Maintenance Corp. No executory contract or unexpired ease will be assumed. 28. Ogden Allied Payroll Services, Inc. No executory contract or unexpired lease will be assumed. 29. Ogden Attractions, Inc. No executory contract or unexpired lease will be assumed. 30. Ogden Aviation Distributing Corp. No executory contract or unexpired lease will be assumed. 31. Ogden Aviation Fueling Company of No executory contract or unexpired Virginia, Inc. lease will be assumed. 32. Ogden Aviation Security Services of No executory contract or unexpired Indiana, Inc. lease will be assumed. 33. Ogden Aviation Service Company of No executory contract or unexpired Colorado, Inc. lease will be assumed. 34. Ogden Aviation Service Company of No executory contract or unexpired Pennsylvania, Inc. lease will be assumed. 35. Ogden Aviation Service International No executory contract or unexpired Corporation lease will be assumed. 36. Ogden Aviation Terminal Services, Inc. No executory contract or unexpired lease will be assumed. 37. Ogden Aviation, Inc. No executory contract or unexpired lease will be assumed. 38. Ogden Cargo Spain, Inc. No executory contract or unexpired lease will be assumed. 39. Ogden Central and South America, Inc. No executory contract or unexpired lease will be assumed. 40. Ogden Cisco, Inc. No executory contract to be assumed. lease will be assumed. 41. Ogden Communications, Inc. No executory contract or unexpired lease will be assumed. 42. Ogden Constructors, Inc. No executory contract or unexpired lease will be assumed. 43. Ogden Environmental & Energy Services No executory contract or unexpired Co., Inc. lease will be assumed. 44. Ogden Facility Holdings, Inc. No executory contract or unexpired lease will be assumed. 45. Ogden Facility Management Corporation No executory contract or unexpired of West Virginia lease will be assumed. 46. Ogden Facility Management Corporation No executory contract or unexpired of Anaheim lease will be assumed. 47. Ogden Film and Theatre, Inc. No executory contract or unexpired lease will be assumed. 48. Ogden Firehole Entertainment Corp. No executory contract or unexpired lease will be assumed. 49. Ogden Food Service Corp.of Milwaukee, Inc. No executory contract or unexpired lease will be assumed. 50. Ogden International Europe, Inc. No executory contract or unexpired lease will be assumed. 51. Ogden Leisure, Inc. No executory contract or unexpired lease will be assumed. 52. Ogden Management Services, Inc. No executory contract or unexpired lease will be assumed. 53. Ogden New York Services, Inc. No executory contract or unexpired lease will be assumed. 54. Ogden Pipeline Service Corporation No executory contract or unexpired lease will be assumed. 55. Ogden Services Corporation No executory contract or unexpired lease will be assumed. 56. Ogden Support Services, Inc. No executory contract or unexpired lease will be assumed. 57. Ogden Technology Services Corporation No executory contract or unexpired lease will be assumed. 58. Ogden Transition Corporation No executory contract or unexpired lease will be assumed. 59. PA Aviation Fuel Holdings, Inc. No executory contract or unexpired lease will be assumed. 60. Philadelphia Fuel Facilities No executory contract or unexpired Corporation lease will be assumed.
EX-2.3 5 cov-8kex23.txt UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - --------------------------------------------X In re: : OGDEN NEW YORK SERVICES, INC., et al., : Chapter 11 : Case Nos. 02-40826 (CB), et al. Debtors and Debtors in Possession. Jointly Administered : - --------------------------------------------X FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER UNDER 11 U.S.C. SECTION 1129 AND RULE 3020 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE CONFIRMING THE DEBTORS' SECOND JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE Upon the Debtors' Second Joint Plan Of Reorganization Under Chapter 11 Of The Bankruptcy Code, dated as of March 2, 2004 (including all amendments and modifications thereof and exhibits thereto and the Reorganization Plan Supplement (Docket No. 3460) filed in connection therewith, the "Second Reorganization Plan" or "Plan") (Docket No. 3558), filed with this Court by Covanta Energy Corporation and those of its affiliates set forth on Exhibit A annexed hereto, debtors and debtors in possession (collectively, the "Reorganizing Debtors" and together with all the above captioned entities, the "Debtors")1; and upon the Second Disclosure Statement With Respect To Reorganizing Debtors' Second Joint Plan Of Reorganization And Liquidating Debtors' Second Joint Plan Of Liquidation Under Chapter 11 Of The Bankruptcy Code, dated as of January 14, 2004 (Docket No. 3313) (the "Second Disclosure Statement"); and upon the Second Short-Form Disclosure Statement With Respect To Reorganizing Debtors' Second Joint Plan Of Reorganization And Second Joint Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (Docket No. 3316) (the "Second Short-Form Disclosure Statement"); and upon the First Supplemental Disclosure Statement With Respect To Reorganizing Debtors' Second Joint Plan Of Reorganization Relating To Distributions Among Holders Of Subclass 3A Claims (Docket No. 3398); and upon the Notice of Proposed Directors and Officers of Reorganized Debtors (Docket No. 3448) (as amended, the "Directors and Officers Disclosure"); and upon the Revised Designation of Debtors and Debtors in Possession Under the Second Reorganization Plan and the Second Liquidation Plan ("Revised Designation of Debtors") (Docket No. 3459); and upon the Notice of Removal of Debtors From the Second Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code ("Notice of Removal of Debtors") (Docket No. 3475); and upon the hearing before this Court on January 14, 2004 to consider approval of the Second Disclosure Statement and the Second Short-Form Disclosure Statement and the notice procedures with respect thereto; and upon the Order entered on January 14, 2004 (Docket No. 3274) approving the Second Disclosure Statement, the Second Short-Form Disclosure Statement, and approving the notice procedures, the record date and voting, balloting and solicitation procedures with respect thereto, among other things (the "Disclosure Materials and Balloting Procedures Order"); and it appearing from the affidavits of mailing and publication filed with this Court (Docket Nos. 3435 and 3519) that copies of the Second Disclosure Statement (including the Second Reorganization Plan, annexed thereto as Exhibit A), the Second Short-Form Disclosure Statement and Notice of the Confirmation Hearing (the "Confirmation Hearing Notice") were transmitted to the holders of Claims against and Equity Interests in the Reorganizing Debtors and other parties in interest as required by the Disclosure Materials and Balloting Procedures Order, and such transmissions at such time being due and adequate notice under the circumstances, and that notice of the Confirmation Hearing was published in the manner required by the Disclosure Materials and Balloting Procedures Order and such notice being sufficient under the circumstances and no further notice being required; and upon the Disclosure Materials and Balloting Procedures Order fixing February 23, 2004 at 4:00 p.m. (Prevailing Eastern Time) as the deadline for the filing of objections to confirmation of the Second Reorganization Plan; and based upon (i) the Court's review of the Certification of Dalmau Garcia With Respect to the Ballots Accepting or Rejecting the Debtors' Second Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code and the Affidavit of Bridget Gallerie of Bankruptcy Services LLC attached thereto as Exhibit A (Docket No. 3534), filed on February 27, 2004 (the "Voting Affidavit"), (ii) the Memorandum of Law in Support of Confirmation of Reorganizing Debtors' Second Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (Docket No. 3546), (iii) the Affidavits of Anthony J. Orlando (Docket No. 3548) (the "Orlando Affidavit") and Matthew R. Rosenberg (Docket No. 3547) (the "Rosenberg Affidavit") in support of confirmation of the Second Reorganization Plan filed by the Debtors on March 1, 2004; and a hearing to consider confirmation of the Second Reorganization Plan having been held before this Court commencing on March 3, 2004 (the "Confirmation Hearing"); and upon the objections and responses filed against the Second Reorganization Plan; and upon the full and complete record of the Confirmation Hearing, including without limitation the exhibits presented and the testimony, whether direct or by proffer, accepted into evidence, and all matters and proceedings heretofore part of the record in these cases; and for the reasons set forth on the record by the Court; and after due deliberation and sufficient cause appearing therefor; - -------- 1 Unless otherwise defined herein or as otherwise indicated herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Second Reorganization Plan, a copy of which is annexed hereto as Exhibit "B." Any term used in the Second Reorganization Plan or this Confirmation Order that is not defined in the Second Reorganization Plan or this Confirmation Order, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules. FINDINGS OF FACT AND CONCLUSIONS OF LAW IT IS HEREBY FOUND AND DETERMINED THAT: A. Pursuant to Rule 7052 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. B. Paragraph headings or captions are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Confirmation Order. C. Jurisdiction and Venue. This Court has jurisdiction over the chapter 11 cases of the Reorganizing Debtors (the "Reorganization Cases") pursuant to 28 U.S.C. ss.ss. 157 and 1334. Venue is proper before this Court pursuant to 28 U.S.C. ss.ss. 1408 and 1409. Confirmation of the Second Reorganization Plan and approval of the Plan Documents is a core proceeding under 28 U.S.C. ss. 157(b)(2), and this Court has exclusive jurisdiction to determine whether the Second Reorganization Plan complies with the applicable provisions of title 11 of the United States Code (the "Bankruptcy Code") and the Bankruptcy Rules and should be confirmed. D. Judicial Notice. This Court takes judicial notice of the docket of the Reorganization Cases, which are jointly administered under Case No. 02-40826 (CB), captioned as In re Ogden New York Services, Inc., et al., and the dockets for each of the adversary proceedings that are related to the Reorganization Cases, in each case maintained by the Clerk of the Court, including, without limitation, all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered, adduced or presented at, the hearings held before the Court during the pendency of the Reorganization Cases, including the following: (i) The above-captioned chapter 11 cases involve proceedings with respect to 146 affiliated Debtors, 80 of which are the subject of the Second Reorganization Plan. Each of the Reorganizing Debtors is an eligible debtor under section 109 of the Bankruptcy Code and has operated its business and managed its properties as a debtor in possession pursuant to section 1108 of the Bankruptcy Code. No trustee or examiner has been appointed pursuant to section 1104 of the Bankruptcy Code in connection with the Reorganization Cases. (ii) On December 2, 2003, the Debtors entered into an agreement with Danielson Holding Corporation (the "Plan Sponsor") pursuant to which the Plan Sponsor, subject to Court approval, agreed to purchase for aggregate cash consideration of approximately $29.8 million 100% of the equity in Reorganized Covanta in connection with the proposed Second Reorganization Plan pursuant to the terms of the Investment and Purchase Agreement. (iii) On December 17, 2003, the Court entered an Order (Docket No. 3084) (the "DHC Transaction Order") authorizing the Reorganizing Debtors to (i) reimburse the Plan Sponsor for certain expenses incurred in connection with the due diligence, negotiation and formulation of the Investment and Purchase Agreement and the Second Reorganization Plan, (ii) pay the Plan Sponsor a termination fee in the event that the transactions contemplated under the Investment and Purchase Agreement and the Second Reorganization Plan are not consummated and the Investment and Purchase Agreement is terminated, and (iii) provide protection to the Plan Sponsor in the form of an exclusivity undertaking set forth in the Investment and Purchase Agreement pursuant to which the Debtors agree not to solicit, initiate, engage or participate in discussions or negotiations with any person or entity regarding an alternative transaction or plan of reorganization, subject to certain exceptions and in each case as more particularly described in the DHC Transaction Order. (iv) On December 18, 2003, the Reorganizing Debtors filed the Second Reorganization Plan and Second Disclosure Statement with respect to the Second Reorganization Plan that contemplates, among other things, the sale of 100% of the equity of Reorganized Covanta to the Plan Sponsor pursuant to the Investment and Purchase Agreement for aggregate cash consideration of $29.8 million. (v) Simultaneously with filing the Second Reorganization Plan, on December 18, 2003, the Liquidating Debtors filed their Second Joint Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (as amended and revised, the "Second Liquidation Plan") that contemplates the liquidation of 60 of the affiliated Debtors. This Court has entered a confirmation order with respect to the Second Liquidation Plan dated as of the date hereof. (vi) On January 14, 2004, the Court entered the Disclosure Materials and Balloting Procedures Order, thereby approving the adequacy of the Second Disclosure Statement. (vii) Pursuant to the Second Reorganization Plan, the Reorganizing Debtors retained the right to designate additional Debtors as Reorganizing Debtors or to remove certain Reorganizing Debtors from being designated as such at any time prior to ten days prior to the Confirmation Hearing. Consistent with the reservation of rights in the Second Reorganization Plan, on February 18, 2004, the Debtors filed the Revised Designation of Debtors and the Notice of Removal of Debtors modifying the designation of the Reorganizing Debtors. (viii) As of the Effective Date, the following six (6) affiliated Debtors will remain debtors-in-possession under the jurisdiction of this Court, subject to resolution of certain ongoing disputes: Covanta Lake II, Inc. Covanta Warren Energy Resource Co., L.P., Covanta Equity of Stanislaus, Inc., Covanta Equity of Alexandria/Arlington, Inc., Covanta Tampa Construction, Inc. and Covanta Tampa Bay, Inc. (together, the "Continuing Debtors"). (ix) On June 27, 2002, the Court entered an Order (Docket No. 607) (the "Chilmark Retention Order") authorizing the retention of Chilmark Partners, LLC as Investment Bankers for the Debtors pursuant to the terms of an agreement (the "Chilmark Agreement") providing, among other things, for the payment of a Restructuring Fee (as such term is defined pursuant to the Second Disclosure Statement) upon confirmation of a plan of reorganization for the Debtors, subject to the terms and conditions of the Chilmark Retention Order. (x) On May 15, 2002, the Court entered an Order (Docket No. 311) (the "DIP Order") authorizing the Debtors to provide adequate protection to the Prepetition Secured Parties (as defined in the DIP Order) by making payment, among other things, of reasonable fees to the financial advisor retained by the Bondholders Committee. On March 27, 2003, the Court entered an Order (Docket No. 1394) pursuant to which Jefferies & Company was substituted in as financial advisor to the Bondholders Committee. By understanding between the Bondholders Committee and the Reorganizing Debtors, the Reorganizing Debtors have agreed to pay Jefferies a confirmation fee on the Effective Date in the amount of $650,000 (the "Confirmation Fee") in connection with the Reorganizing Debtors' obligations under the DIP Order. (xi) On November 21, 2003, the Court entered an Order (Docket No. 2809) (the "Heber Confirmation Order") confirming the Third Amended Heber Reorganization Plan with respect to six (6) of the affiliated Debtor entities, entry of which constitutes a condition precedent for confirmation of the Second Reorganization Plan. (xii) On March 3, 2004, the Court commenced the Confirmation Hearing where the Court considered confirmation of the Second Reorganization Plan. E. Transmittal and Service of Notices. Notice of the Confirmation Hearing and the relevant deadlines for submission of objections, as prescribed by this Court in the Disclosure Materials and Balloting Procedures Order, has been provided and is adequate and sufficient pursuant to section 1128 of the Bankruptcy Code, Bankruptcy Rules 2002(b) and 3020 and other applicable law and rules. Additionally, the Second Disclosure Statement and Second Reorganization Plan, which were transmitted and served as set forth in the Affidavits of Mailing of Mariah Martin dated February 4, 2004 (Docket No. 3435) and of Julia Bealler dated February 13, 2004 (Docket No. 3519), are hereby deemed to have been transmitted and served in compliance with the Disclosure Materials and Balloting Procedures Order and the Bankruptcy Rules. Such transmittal and service was adequate and sufficient, and no other or further notice of such materials shall be required. Publication of the Confirmation Hearing Notice as set forth in the Notices of Filing of Certificate of Publication, dated February 3, 2004 and February 4, 2004 (Docket Nos. 3369 and 3386), was adequate and sufficient and no other or further notice shall be required. F. Solicitation. Solicitation of votes on the Second Reorganization Plan was conducted in good faith and in compliance with sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the Second Disclosure Statement, the Disclosure Materials and Balloting Procedures Order, all other applicable provisions of the Bankruptcy Code, and all other rules, laws and regulations. G. Ballots and Tabulation. All procedures used to distribute solicitation materials to the applicable holders of Claims and to tabulate ballots were fair and properly conducted in accordance with the Disclosure Materials and Balloting Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, the local rules of the Bankruptcy Court for the Southern District of New York, and all other applicable rules, laws and regulations. On February 27, 2004 the Debtors filed the Voting Affidavit, certifying the method and results of the ballot tabulation for each of the voting Classes under the Second Reorganization Plan. H. Burden of Proof. The Reorganizing Debtors, as proponents of the Second Reorganization Plan, have the burden of proving the elements of section 1129 of the Bankruptcy Code by a preponderance of the evidence. The Reorganizing Debtors have satisfied this burden. I. Compliance with Section 1129(a)(1) of the Bankruptcy Code. The Second Reorganization Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(1) of the Bankruptcy Code. (i) Proper Classification. The classification scheme of Claims and Equity Interests under the Second Reorganization Plan is reasonable. Valid business, factual and legal reasons exist for separately classifying the various Classes of Claims and Equity Interests created under the Second Reorganization Plan. Claims or Equity Interests in each Class are substantially similar to other Claims or Equity Interests in such Class, and the Second Reorganization Plan therefore satisfies the requirements of section 1122(a) of the Bankruptcy Code. (ii) Designation of Classes. The Second Reorganization Plan properly designates Classes of Claims and Equity Interests in accordance with the applicable provisions of the Bankruptcy Code, including sections 1122 and 1123(a)(1) of the Bankruptcy Code. (iii) Specified Unimpaired Classes. The Second Reorganization Plan specifies that Classes 1, 2, 5, 11 and 12 are Unimpaired, thereby satisfying the requirements of section 1123(a)(2) of the Bankruptcy Code. Pursuant to section 1126(f) of the Bankruptcy Code, Classes 1, 2, 5, 11 and 12 are deemed to accept the Second Reorganization Plan. (iv) Specified Impaired Classes. The Second Reorganization Plan specifies that Classes 3, 4, 6, 7, 8, 9, 10 and 13 are Impaired, thereby satisfying the requirements of section 1123(a)(3) of the Bankruptcy Code. Pursuant to section 1126(g) of the Bankruptcy Code, Classes 7, 9, 10 and 13 are deemed to reject the Second Reorganization Plan by virtue of receiving no distributions thereunder. (v) No Discrimination. The Second Reorganization Plan provides for the same treatment of each Claim or Equity Interest of a particular Class or Subclass, thereby satisfying the requirements of section 1123(a)(4) of the Bankruptcy Code. (vi) Classification of Certain Secured Claims. Secured Claims in Subclass 3A (the Secured Bank Claims) and Subclass 3B (the Secured 9.25% Debenture Claims) have been classified together for voting purposes reflecting the fact that Claims in both of these Subclasses are secured by the same prepetition collateral consisting of substantially all of the assets of Covanta and all of its existing and future domestic subsidiaries, to the extent permitted, and by a pledge of 100% of the shares of substantially all of Covanta's existing and future domestic subsidiaries, and 65% of the shares of substantially all of Covanta's foreign subsidiaries. While the Second Reorganization Plan classifies Claims in Subclass 3A and Subclass 3B together for voting purposes, the Claims are placed in separate Subclasses for distribution purposes in order to properly implement redistributions and third party settlements that differently impact the Claims within these separate Subclasses, thereby further satisfying the requirements of section 1123(a)(4) of the Bankruptcy Code. (vii) Implementation of Plan. The Second Reorganization Plan provides for adequate means for its implementation, including but not limited to the (a) authorization for the Reorganized Debtors to enter into the Investment and Purchase Agreement and to effect all the transactions contemplated thereby, (b) authorization for the Reorganized Debtors to enter into the Exit Financing Agreements and to effect all transactions contemplated thereby, (c) authorization for the Reorganized Debtors to issue the Reorganization Plan Notes in accordance with the provisions of the Second Reorganization Plan, (d) cancellation of certain prepetition debt and the Equity Interests in Covanta, and (e) revesting of the assets of the Reorganizing Debtors in the Reorganized Debtors, subject to the Liens granted under the applicable Exit Financing Agreements or as otherwise contemplated by the Plan Documents. The Second Reorganization Plan therefore satisfies the requirements of section 1123(a)(5) of the Bankruptcy Code. (viii) Prohibition Against Issuance of Non-Voting Equity Securities And Provisions For Voting Power Of Classes Of Securities. Section 6.9 of the Second Reorganization Plan provides that the articles of incorporation of the Reorganized Debtors will prohibit the issuance of nonvoting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy Code. Such statutory provisions will be incorporated into the articles of incorporation of the Reorganized Debtors. (ix) Designation of Officers and Directors. The Debtors have adequately disclosed or otherwise identified the procedures for determining the identities and affiliations of all individuals or entities proposed to serve on or after the Effective Date as officers or directors of Reorganized Covanta and the other Reorganized Debtors. The appointment or employment of such individuals or entities and their proposed compensation and indemnification arrangements are consistent with the interests of creditors, equity security holders and public policy in accordance with section 1123(a)(7) of the Bankruptcy Code. (x) Additional Plan Provisions. The Second Reorganization Plan contains no provision that is inconsistent with the applicable provisions of the Bankruptcy Code and therefore satisfies section 1123(b)(6) of the Bankruptcy Code. (xi) Identity of Proponents. In accordance with Bankruptcy Rule 3016(a), the Second Reorganization Plan is dated and identifies the entities submitting it as proponents. J. Compliance with Bankruptcy Code. The Reorganizing Debtors, as proponents of the Second Reorganization Plan, have complied with each of the applicable provisions of the Bankruptcy Code including, without limitation, sections 1125 and 1126 of the Bankruptcy Code, and therefore have satisfied the requirements of section 1129(a)(2) of the Bankruptcy Code, as follows: (a) the Reorganizing Debtors are eligible debtors under section 109 of the Bankruptcy Code and proper proponents of the Second Reorganization Plan under section 1121(a) of the Bankruptcy Code; (b) the Reorganizing Debtors have complied with each of the applicable provisions of the Bankruptcy Code, as otherwise provided or permitted by orders of the Court; and (c) the Reorganizing Debtors have complied with each of the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Disclosure Materials and Balloting Procedures Order in transmitting notices and disclosure and solicitation materials with respect to the Second Reorganization Plan. K. Proposed in Good Faith. The Second Reorganization Plan has been proposed in good faith and not by any means forbidden by law, thereby satisfying the requirements of section 1129(a)(3) of the Bankruptcy Code. In determining that the Second Reorganization Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing and prosecution of the Reorganization Cases and the formulation of the Second Reorganization Plan. The Reorganization Cases were filed, and the Second Reorganization Plan was proposed, with the proper purpose of maximizing the value of the Reorganizing Debtors' estates by providing a means through which the Reorganized Debtors may emerge from chapter 11 as viable, operating enterprises and through which creditors may expeditiously receive Distributions in respect of their Claims. L. Plan Negotiation and Development. The Second Reorganization Plan is the product of extensive, arms' length negotiations among the Debtors, the Plan Sponsor, the Agent Banks, the Informal Committee of 9.25% Debenture Holders (the "Bondholders Committee"), the Committee, and each of their respective counsel and financial advisors, in an effort to obtain a resolution of the issues in these Reorganization Cases and propose a plan of reorganization that would provide the most value to the Debtors' creditors. The Second Reorganization Plan reflects the results of these negotiations and serves the interests of all the Reorganizing Debtors' Estates. M. Incorporation of Terms of Settlement of 9.25% Adversary Proceeding. On August 6, 2002, the Committee commenced an adversary proceeding against the Indenture Trustee (the "9.25% Debentures Adversary Proceeding"), challenging the secured status of the claim of the 9.25% Debenture Holders. As requested by the Debtors and as ordered by the Court (Docket No. 41, Case No. 02-03004-cb), on May 7, 2003, the parties to the 9.25% Debentures Adversary Proceeding commenced a mediation that resulted in an agreement in principle to settle the 9.25% Debentures Adversary Proceeding. Based on the results of the mediation, the Committee proposed a basis in principle to resolve the 9.25% Debentures Adversary Proceeding (the "9.25% Settlement"), which is incorporated into the Second Reorganization Plan. Under the Second Reorganization Plan, each holder of a 9.25% Debenture Claim will be deemed to accept the terms of the 9.25% Settlement, thereby becoming an Accepting Bondholder and agreeing to contribute such Accepting Bondholder's pro rata portion of the aggregate Settlement Distribution for distribution to holders of Class 6 Unsecured Claims as provided for under the Second Reorganization Plan, unless such holder of a 9.25% Debenture Claim specifically elects to opt out of participation in the 9.25% Settlement, thereby becoming a Rejecting Bondholder. The Second Reorganization Plan further provides that in the event that holders of 9.25% Debenture Claims with Claims in excess of $10 million opt out of the 9.25% Settlement, the 9.25% Debentures Adversary Proceeding will continue but only with respect to such Rejecting Bondholders. The terms of the 9.25% Settlement are described in Exhibit 5 to the Second Reorganization Plan. As set forth in the Voting Affidavit, the aggregate amount of Allowed Subclass 3B Claims held by Accepting Bondholders is approximately $104,600,000 and the aggregate amount of Allowed Subclass 3B Claims held by Rejecting Bondholders is approximately $400,000. Therefore, the terms of the 9.25% Settlement are found to be fair and reasonable under the circumstances and binding as between the Accepting Bondholders and the Committee. N. Payments for Services or Costs and Expenses. To the extent required by the Bankruptcy Code, the Bankruptcy Rules or the Orders of this Court, any payments made by the Reorganizing Debtors or to be made by the Reorganized Debtors for services or for costs and expenses in, or in connection with, the Reorganization Cases or the Second Reorganization Plan, including, without limitation, the expense reimbursements contemplated pursuant to the Investment and Purchase Agreement, the Restructuring Fee pursuant to the Chilmark Engagement Agreement and the Confirmation Fee payable to Jefferies upon the Effective Date, have been approved by, or are subject to the approval of, this Court as reasonable. Accordingly, the Second Reorganization Plan satisfies the requirements of section 1129(a)(4) of the Bankruptcy Code. O. Directors, Officers and Insiders. The Reorganizing Debtors have adequately disclosed or otherwise identified the procedures for determining the identities and affiliations of all individuals or entities proposed to serve on or after the Effective Date as officers or directors of Reorganized Covanta and the other Reorganized Debtors. Accordingly, the Second Reorganization Plan complies with the requirements of section 1129(a)(5). P. No Rate Changes. Section 1129(a)(6) of the Bankruptcy Code is satisfied because the Second Reorganization Plan does not provide for any change in rates over which a governmental regulatory commission has jurisdiction. Q. Best Interests of Creditors. The Second Reorganization Plan satisfies section 1129(a)(7) of the Bankruptcy Code. With respect to each Impaired Class of Claims or Equity Interests, each holder of a Claim against or Equity Interest in the Reorganizing Debtors: (a) has accepted the Second Reorganization Plan; or (b) will receive or retain under the Second Reorganization Plan, on account of such Claim or Equity Interest, property of a value, as of the Effective Date of the Second Reorganization Plan, that is not less than the amount that such holder would so receive or retain if such Reorganizing Debtors were to be liquidated under chapter 7 of the Bankruptcy Code on such date. The liquidation analysis provided in the Second Disclosure Statement and other evidence proffered, adduced or presented at the Confirmation Hearing are persuasive and credible and have not been controverted by other evidence. R. Acceptance by Certain Classes. Classes 1, 2, 5, 11 and 12 are Unimpaired and are deemed to accept the Second Reorganization Plan under section 1126(f) of the Bankruptcy Code. Classes 3, 4, 6, and 8 are Impaired and designated as voting Classes under the Second Reorganization Plan (the "Impaired Voting Classes"). The Impaired Voting Classes have all voted to accept the Second Reorganization Plan and, to the best of the Reorganizing Debtors' knowledge, do not include insiders of the Reorganized Debtors, thus satisfying section 1129(a)(8) of the Bankruptcy Code. Classes 7, 9, 10 and 13 (collectively, the "Rejecting Classes") are Impaired and shall receive no Distributions under the Second Reorganization Plan and therefore are deemed to reject the Second Reorganization Plan under section 1126(g) of the Bankruptcy Code. Although section 1129(a)(8) has not been satisfied with respect to the Rejecting Classes, the Second Reorganization Plan nevertheless is confirmable because it satisfies section 1129(b) of the Bankruptcy Code with respect to those Classes. S. Treatment of Administrative and Priority Claims. The treatment of Allowed Administrative Expense Claims, Allowed Priority Tax Claims and Allowed Priority Non-Tax Claims under Sections 2.2, 2.4 and 4.1, respectively, of the Second Reorganization Plan satisfies the applicable requirements of section 1129(a)(9) of the Bankruptcy Code. T. Acceptance by Impaired Class. Classes 3, 4, 6, and 8 in the Second Reorganization Plan are each Impaired Classes of Claims that have voted to accept the Second Reorganization Plan and, to the best of the Reorganized Debtors' knowledge, do not contain "insiders," thus satisfying section 1129(a)(10) of the Bankruptcy Code. U. Feasibility. The Second Disclosure Statement and the evidence proffered, adduced or presented at the Confirmation Hearing (i) are persuasive and credible, (ii) have not been controverted by other evidence, and (iii) establish that confirmation of the Second Reorganization Plan is not likely to be followed by liquidation or the need for further financial reorganization of the Reorganized Debtors, thus satisfying the requirements of section 1129(a)(11) of the Bankruptcy Code. V. Payment of Fees. The fees due and payable by the Reorganized Debtors to the United States Trustee or the Clerk of this Court, as provided under 28 U.S.C. ss. 1930(a)(6), have been paid or shall be paid by the Reorganized Debtors pursuant to Section 13.4 of the Second Reorganization Plan. Thus, the requirements of section 1129(a)(12) of the Bankruptcy Code are satisfied. W. Continuation of Retiree Benefits. As required by section 1129(a)(13) of the Bankruptcy Code, Section 6.11 of the Second Reorganization Plan provides that, following the Effective Date, the payment of all retiree benefits will continue at the currently existing levels, subject to the Reorganizing Debtors or Reorganized Debtors' rights to amend, terminate or modify such plans at any time as permitted by such plans or applicable nonbankruptcy law. X. Fair and Equitable; Confirmation of Plan Over Nonacceptance by Rejecting Classes. Based upon the evidence proffered, adduced or presented by the Reorganizing Debtors at the Confirmation Hearing, the Second Reorganization Plan does not discriminate unfairly and is fair and equitable with respect to the Rejecting Classes, as required by section 1129(b) of the Bankruptcy Code. Thus, the Second Reorganization Plan may be confirmed under section 1129(b) of the Bankruptcy Code even if Debtors fail to satisfy section 1129(a)(8) of the Bankruptcy Code with respect to the Rejecting Classes because (i) all of the requirements of section 1129(a) of the Bankruptcy Code, other than section 1129(a)(8) with respect to such Classes, have been met, and (ii) with respect to the Rejecting Classes, no holders of Claims or Equity Interests junior to the holders of such Classes will receive or retain any property under the Second Reorganization Plan on account of such Claims or Equity Interests. Y. Principal Purpose. No party in interest that is a governmental unit has requested that the Court not confirm the Second Reorganization Plan on the grounds that the principal purpose of the Second Reorganization Plan is the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act of 1933, 15 U.S.C. ss. 77e, and the principal purpose of the Second Reorganization Plan is not such avoidance. Accordingly, the Second Reorganization Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code. Z. Modifications to the Plan. To the extent the terms of this Confirmation Order may be construed to constitute modifications to the Second Reorganization Plan (the "Reorganization Plan Modifications"), such Reorganization Plan Modifications do not materially or adversely affect or change the treatment of any Claim against or Equity Interest in any Reorganizing Debtor. Accordingly, pursuant to Bankruptcy Rule 3019, the Reorganization Plan Modifications do not require additional disclosure under section 1125 of the Bankruptcy Code or the solicitation of acceptances or rejections under section 1126 of the Bankruptcy Code. Disclosure of the Reorganization Plan Modifications on the record at the Confirmation Hearing constitutes due and sufficient notice thereof under the circumstances of these Reorganization Cases. All references to the Second Reorganization Plan in this Confirmation Order shall be to the Second Reorganization Plan as so modified. AA. Good Faith Participation. Based upon the record before the Court, the Reorganizing Debtors, the Debtors, the Plan Sponsor, the Agent Banks, the Bondholders Committee, the Indenture Trustee, the Committee, and their respective members, officers, directors, partners, employees, agents, counsel and financial advisors have acted in good faith within the meaning of section 1125(e) of the Bankruptcy Code in compliance with the provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all their respective activities relating to the Second Reorganization Plan, including, without limitation, with respect to the offer, issuance, sale or purchase of securities in connection with the Second Reorganization Plan and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpatory and injunctive provisions set forth in Article XI of the Second Reorganization Plan. BB. Retention of Jurisdiction. The Court may properly retain jurisdiction over the matters set forth in Section 12.1 of the Second Reorganization Plan. CC. Satisfaction of Conditions to Confirmation. Upon entry of this Confirmation Order, each of the conditions to confirmation contained in Section 10.1 of the Second Reorganization Plan shall have been satisfied. DD. Satisfaction of Conditions to Consummation. Each of the conditions to the Effective Date, as set forth in Sections 10.2 of the Second Reorganization Plan, is reasonably likely to be satisfied. The conditions to the Effective Date shall be subject to waiver by the Reorganizing Debtors, with the prior written consent of the Plan Sponsor, without leave of or notice to the Court and without any formal action other than proceeding with confirmation of the Second Reorganization Plan. EE. The Exit Financing Agreements. (i) The Exit Financing Agreements are an essential element of the Second Reorganization Plan and entry into the Exit Financing Agreements is in the best interests of the Reorganizing Debtors, their estates and their creditors. The Reorganizing Debtors have exercised reasonable business judgment in determining to enter into the Exit Financing Agreements on the terms and in the form set forth in the Reorganization Plan Supplement, or in a form substantially similar thereto. The Reorganizing Debtors have provided sufficient and adequate notice of the Exit Financing Agreements, including any material modifications thereto, to all parties-in-interest, including, without limitation, the DIP Agents, the Bondholders Committee, the Plan Sponsor and the Committee. All documents necessary to implement the Second Reorganization Plan including, without limitation, the Exit Financing Agreements, shall, upon execution, be valid, binding, and enforceable agreements and not be in conflict with any federal or state law. The Exit Financing Agreements have been negotiated at arms-length and in good faith and without intent to hinder, delay or defraud the Debtors or any creditor of the Debtors. Entering into the Exit Financing Agreements is in the best interests of the Debtors and their creditors and is necessary for the implementation of the Second Reorganization Plan. (ii) The Second Reorganization Plan contemplates that the Reorganizing Debtors will obtain letter of credit financing to support business operations after the Effective Date pursuant to both the First Lien L/C Facility and the Second Lien L/C Facility. Among other things, the Second Lien L/C Facility will provide the Reorganized Debtors with the ability to issue letters of credit as may be required with respect to various domestic WTE facilities, including, without limitation, a letter of credit in favor of the Northeast Maryland Waste Disposal Authority in connection with the facility operated by Reorganizing Debtor Covanta Montgomery, Inc. FF. Covanta Unsecured Subordinated Notes Indenture. The Covanta Unsecured Notes Subordinated Indenture, and the issuance of the Reorganization Plan Unsecured Notes thereunder, are an essential element of the Second Reorganization Plan and are in the best interests of the Reorganizing Debtors, their estates, and their creditors. All documents necessary to implement these aspects of the Second Reorganization Plan shall, upon execution, be valid, binding and enforceable agreements. GG. The Investment and Purchase Agreement. The Investment and Purchase Agreement is an essential element of the Second Reorganization Plan and entry into the Investment and Purchase Agreement is in the best interests of the Reorganizing Debtors, their estates and their creditors. The Reorganizing Debtors have exercised reasonable business judgment in determining to enter into the Investment and Purchase Agreement on the terms and in the form set forth as Exhibit A to the Debtors' Motion For An Order Pursuant To 11 U.S.C. ss.ss. 363 and 503 Authorizing And Approving (i) Payment Of Certain Expense Reimbursements, (ii) Payment Of Certain Termination Fee, And (iii) Certain Exclusivity Provision With Respect To the Debtors, In Connection With Potential Alternative Plan Of Reorganization, dated December 2, 2003 (Docket No. 2916). The Reorganizing Debtors have provided sufficient and adequate notice of the Investment and Purchase Agreement, including any material modifications thereto, to all parties-in-interest, including, without limitation, the DIP Agents, the Bondholders Committee and the Committee. HH. Assumption, Assignment and Rejection of Contracts. (i) The time period in which the Reorganizing Debtors or their affiliated Debtors can assume any unexpired lease of nonresidential real property to be assumed and/or assigned pursuant to section 365 of the Bankruptcy Code has not expired. (ii) The Debtors have exercised reasonable business judgment in determining whether to assume or reject each of their executory contracts and unexpired leases as set forth in Article IX of the Second Reorganization Plan. Each pre- or post-Confirmation assumption or rejection of an executory contract or unexpired lease pursuant to Section 9.1 of the Second Reorganization Plan shall be legal, valid and binding upon the applicable Debtor or Reorganized Debtor and all non-Debtor parties to such executory contract or unexpired lease, all to the same extent as if such assumption or rejection had been effectuated pursuant to an appropriate authorizing order of the Court entered prior to the Confirmation Date pursuant to Section 365 of the Bankruptcy Code. All executory contracts and unexpired leases assumed pursuant to the Second Reorganization Plan shall be referred to herein as the "Contracts." (iii) The Reorganizing Debtors have caused the cure of, or have provided adequate assurance of cure of, any default existing prior to the date hereof, within the meaning of section 365(b)(1)(A) of the Bankruptcy Code (the "Adequate Assurances"), under each of the Contracts and have provided compensation, or have provided Adequate Assurance of compensation or future performance, to all non-debtor parties to such Contracts for any of their actual pecuniary losses resulting from any default arising prior to the date hereof under any of such Contracts, within the meaning of section 365(b)(1)(B) of the Bankruptcy Code. Prior to the Confirmation Hearing, the Reorganizing Debtors distributed notices of cure (Docket Nos. 3190 and 3192) (as amended and supplemented, "Notices of Cure") to non-debtor parties to the Contracts setting forth the cure amounts with respect to each Contract (collectively, the "Cure Amounts"). Certain of such parties have filed responses or objections to the proposed Cure Amounts set forth in the Notices of Cure. To the extent a non-debtor party did not timely respond to the Notices of Cure, the amount set forth in the respective Notice of Cure with respect to such party shall be conclusive. (iv) As of the date hereof, each Contract is in full force and effect and free from default (other than for specified Cure Amounts that have not been paid as of the date hereof) and enforceable against the non-debtor party thereto in accordance with its terms. Any provision of a Contract that purports to give rise to a default or other breach of, or create or constitute an event of termination or similar condition under, such Contract by reason of the commencement of any of the Debtors' chapter 11 cases, the insolvency or financial condition of any of the Debtors, or the consummation of the Second Reorganization Plan and the transactions contemplated in connection therewith shall be and is hereby void and unenforceable. To the extent that any executory contract or unexpired lease contains a contractual provisions that would require a Reorganized Debtor to satisfy any financial criteria or meet any financial condition measured by reference to such Debtor's most recent annual audited financial statements, then upon the assumption of any such executory contract or unexpired lease the Reorganizing Debtors and Reorganized Debtors shall be deemed to be and to remain in compliance with any such contractual provision regarding financial criteria or financial condition (other than contractual requirements to satisfy minimum ratings from ratings agencies) for the period through one year after the Effective Date, and thereafter such financial criteria or financial condition shall be measured by reference to the applicable Debtor's most recent annual audited financial statements. (v) All requirements of section 365(b) and (c) of the Bankruptcy Code and any other applicable law relating to the Contracts have been satisfied. The counterparties to the Contracts who did not object to the Second Reorganization Plan or who have withdrawn their objections and who did not timely respond to the Notices of Cure are deemed to have consented to the assumption of the Contracts. (vi) To the extent that any agreement, guarantee or similar instrument identified as an executory contract or unexpired lease to be assumed under Section 9.1 of the Second Reorganization Plan does not constitute an executory contract or unexpired lease within the meaning of Section 365 of the Bankruptcy Code, the Reorganizing Debtors shall nonetheless provide Adequate Assurance with respect to such agreement, including the payment of any Cure Amounts specified the Notices of Cure. As of the date hereof and upon the Effective Date, such agreement or instrument shall remain in full force and effect and free from default (other than for unpaid specified Cure Amounts) and enforceable against the non-debtor party thereto in accordance with its terms. Any provision of such agreement or instrument that purports to give rise to a default or other breach of, or create or constitute an event of termination or similar condition under, such agreement or instrument by reason of the commencement of any of the Debtors' chapter 11 cases, the insolvency or financial condition of any of the Debtors, or the consummation of the Second Reorganization Plan and the transactions contemplated in connection therewith shall be and is hereby void and unenforceable. II. Deemed Consolidation for Certain Plan Purposes. Eighty (80) Debtor entities are the subject of the Second Reorganization Plan. Pursuant to the Second Reorganization Plan, the Reorganizing Debtors have been deemed consolidated for the limited purposes of administration in order to preserve the current corporate structure of the Reorganizing Debtors without requiring Distributions to be made with respect to Equity Interests held in Subsidiary Debtors, and in order to provide for classification of Claims against more than one Reorganizing Debtor as part of a single Class or Subclass of Claims for voting and distribution purposes. The deemed consolidation contemplated by the Second Reorganization Plan, however, shall not affect: (i) the legal and organizational structure of the Reorganized Debtors; (ii) the ownership interest of any Reorganizing Debtor in any Subsidiary Debtor, Covanta Huntington, Covanta Onondaga and DSS Environmental and (iii) pre and post-Petition Date guarantees, Liens and security interests that are required to be maintained (a) in connection with executory contracts or unexpired leases that were entered into during the Chapter 11 Cases or that have been or will be assumed, or (b) pursuant to the Second Reorganization Plan or the instruments and documents issued in connection therewith (including, without limitation, the Exit Financing Agreements). JJ. Intercompany Claims. Any Intercompany Claim against a Reorganizing Debtor held by another Reorganizing Debtor, Liquidating Debtor or Heber Debtor constitutes the exclusive property of any such Reorganizing Debtor, Liquidating Debtor or Heber Debtor, as the case may be, pursuant to section 541 of the Bankruptcy Code. DECREES NOW THEREFORE IT IS HEREBY ORDERED, ADJUDGED, DECREED AND DETERMINED THAT: 1. Confirmation. The Second Reorganization Plan (as modified by any modifications contained in this Confirmation Order) is confirmed under section 1129 of the Bankruptcy Code. 2. Compliance with Applicable Provisions of Bankruptcy Code. The Second Reorganization Plan complies with the requirements of sections 1122, 1123 and 1129 of the Bankruptcy Code. 3. Objections. To the extent that any objections have not been withdrawn or resolved by stipulation prior to the entry of this Confirmation Order or are not resolved by the relief granted herein or as stated on the record of the Confirmation Hearing, all such objections are hereby overruled. 4. Plan Classification Controlling. The classification of Claims and Equity Interests for purposes of the Distributions to be made under the Second Reorganization Plan shall be governed solely by the terms of the Second Reorganization Plan. The classifications set forth on the Ballots tendered to or returned by the Debtors' creditors in connection with voting on the Second Reorganization Plan (a) were set forth on the Ballots solely for purposes of voting to accept or reject the Second Reorganization Plan, (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims or Equity Interests under the Second Reorganization Plan for distribution purposes, (c) may not be relied upon by any creditor or interest holder as representing the actual classification of such Claims or Equity Interests under the Second Reorganization Plan for distribution purposes, and (d) shall not be binding upon the Reorganized Debtors or the Estates. 5. Certain Effects of Confirmation; Discharge; Injunction; Exculpation; Releases. All of the provisions of Sections 11.3, 11.5, 11.6, 11.7, 11.8, 11.9 and 11.10, as amended, of the Second Reorganization Plan are incorporated herein by reference as if set forth herein in extenso and are hereby approved in their entirety. 6. Settlements. All settlements in these cases are hereby approved as good faith compromises and settlements pursuant to Bankruptcy Rule 9019. Without limiting the generality of the foregoing: (i) The terms of the 9.25% Settlement, to be implemented pursuant to the terms of the Second Reorganization Plan, are approved in their entirety. In return for payment by an Accepting Bondholder of such Accepting Bondholder's pro rata share of the aggregate Settlement Distribution for distribution to the holders of Class 6 Unsecured Claims, the 9.25% Debentures Adversary Proceeding shall be (i) withdrawn with prejudice with respect to such Accepting Bondholders and the Indenture Trustee, and (ii) provided that no holder of a Class 6 Unsecured Claim, or representative thereof, shall file with the Bankruptcy Court a motion for the entry of a scheduling order in connection with the resumption of the 9.25% Debentures Adversary Proceeding within 120 days after the Effective Date, withdrawn without prejudice with respect to the rights, if any, of any holder of an Unsecured Claim to challenge the validity of the Allowed Secured Claims of any such Rejecting Bondholders in their individual capacities; provided, however, that in the event any holder of a Class 6 Unsecured Claim, or representative thereof, challenges the validity of the Allowed Secured Claims of any such Rejecting Bondholders holding an aggregate amount of Subclass 3B Claims of less than $10 million subsequent to the Effective Date, either in the 9.25% Debentures Adversary Proceeding or otherwise, the Reorganized Debtors shall not be obligated to reimburse counsel for such holder of a Class 6 Unsecured Claim, or representative thereof, for any fees or expenses incurred in connection with such challenge; and provided, further, that neither the Bondholders Committee nor the Indenture Trustee shall have an obligation to defend or otherwise intervene in any action against any such Rejecting Bondholders (all such obligations of the Indenture Trustee, if any did so exist, being terminated along with the 9.25% Indenture pursuant to Section 6.5 of this Reorganization Plan), and provided that such termination shall not prejudice the prosecution of the 9.25% Debentures Adversary Proceeding against any such Rejecting Bondholders. In connection with any such resumption of the 9.25% Debentures Adversary Proceeding by any holder or holders of Class 6 Unsecured Claims, as contemplated by the Second Reorganization Plan, such holder or holders shall be deemed to be the successor in interest to the Committee in all respects, acting on behalf of the Debtors for purposes of prosecuting such 9.25% Debentures Adversary Proceeding. (ii) The Court hereby confirms the validity, priority, nonavoidability, perfection and enforceability of the Liens and Claims of the Agent Banks on behalf of the Prepetition Lenders under the Prepetition Credit Agreement and the related collateral documents and guarantees. Subject to payment of the Settlement Distribution to holders of Allowed Class 6 Claims by the Accepting Bondholders, the Court hereby confirms the validity, priority, nonavoidability, perfection and enforceability of the Liens and Claims of the Accepting Bondholders under the 9.25% Indenture and the related collateral documents. (iii) Pursuant to Section 8.6(d) of the Second Reorganization Plan, the Reorganizing Debtors shall promptly pay to counsel to the Committee (a) 97 percent of the fees and 100 percent of the expenses incurred by such counsel in connection with the 9.25% Debentures Adversary Proceeding and previously approved by this Court in the Order Granting the Fourth Interim Fee Application of Arnold & Porter Counsel to the Official Committee of Unsecured Creditors, for Allowance of Compensation and Reimbursement of Expenses dated December 31, 2003 (Docket No. 3152) (the "A&P Fourth Fee Application"), as supplemented by the Order Awarding Allowance of Compensation with respect to A&P as submitted to the Court at the Confirmation Hearing and (b) 90 percent of the fees and 100 percent of the expenses incurred by such counsel in connection with the 9.25% Debentures Adversary Proceeding and previously approved by this Court in the Order Granting the Fifth Application of Arnold & Porter Counsel to the Official Committee of Unsecured Creditors, for Allowance of Compensation and Reimbursement of Expenses dated January 21, 2004 (Docket No. 3304) (the "A&P Fifth Fee Application"), such payments to constitute an award of interim compensation, with such amounts and the holdback amounts also previously approved in the A&P Fourth Fee Application and the A&P Fifth Fee Application, subject to final fee applications. 7. Cancellation of Existing Securities and Agreements. (i) Except for purposes of evidencing a right to receive a Distribution under the Second Reorganization Plan or as otherwise provided thereunder, on the Effective Date all the agreements and other documents (including, but not limited to, the 9.25% Indenture, the Prepetition Credit Agreement and the Intercreditor Agreement) evidencing (a) any Claims or rights of any holder of a Claim or equity Interests against the applicable Reorganizing Debtor, including all indentures and notes evidencing such Claims, (b) any security interests, liens or encumbrances against property of the Reorganizing Debtors with respect to such Claims, and (c) any options or warrants to purchase Equity Interests, obligating the applicable Reorganizing Debtor to issue, transfer or sell Equity Interests or any other capital stock of the applicable Reorganizing Debtor, shall be released and cancelled without the need for further action; provided, however, that notwithstanding the foregoing, the Reorganized Debtors shall remain obligated with respect to liens, security interests or encumbrances in property of the Reorganized Debtors that have been granted pursuant to any executory contracts that have been assumed in accordance with Article IX of the Second Reorganization Plan, pursuant to the Exit Financing Agreements or pursuant to that certain Order Authorizing Entry into Transactions and Assignment of Agreement Related to Hennepin County, Minnesota Facility entered by this Court on June 11, 2003 (Docket No. 1597). Notwithstanding anything to the contrary in the Second Reorganization Plan, the indentures, notes and all other documents or agreements with respect to Subclass 2A Claims shall not be cancelled. (ii) On the Effective Date, all security interests, liens and any other encumbrance (including, but not limited to, any such security interest, lien or encumbrance asserted in connection with the 9.25% Indenture, the Prepetition Credit Agreement and the Intercreditor Agreement, whether arising before or after commencement of these Chapter 11 Cases) against the property of the Continuing Debtors and against the property of the non-Debtor affiliates of the Reorganizing Debtors (the "Non-Debtor Affiliates") shall be released and cancelled without the need for further action. (iii) On the Effective Date, the Reorganizing Debtors shall pay all funded amounts and additional amounts outstanding under the DIP Financing Facility (other than amounts outstanding with respect to Tranche C thereunder which is part of the Secured Bank Claims and shall be treated in accordance therewith) and all commitments thereunder shall automatically and irrevocably terminate; provided, however, that on the Effective Date, all outstanding and unfunded letters of credit issued under Tranche A of the DIP Financing Facility shall be replaced by letters of credit to be issued under the Second Lien L/C Facility and, subject to acceptance by the requisite number of Tranche B DIP Lenders in accordance with section 2.13 of the DIP Financing Facility, all outstanding and unfunded letters of credit issued under Tranche B of the DIP Financing Facility shall be replaced or otherwise continued by letters of credit to be issued under the First Lien L/C Facility or the Second Lien L/C Facility (as applicable) or otherwise cash collateralized in an amount not less than one hundred and five percent (105%) of the face amount thereof pursuant to documentation in form and substance satisfactory to the DIP Agents and the issuing banks. Once all such payments have been received in Cash by the DIP Lenders and all commitments thereunder have been terminated and such letters of credit have been issued under the First Lien L/C Facility or the Second Lien L/C Facility (as applicable), the DIP Financing Facility shall be terminated with respect to the Reorganizing Debtors (subject in all respects to any carve-out previously approved by this Court in the Final Order approving the DIP Financing Facility and any other terms of the DIP Financing Facility and the Final Order that by their express terms survive the termination of the DIP Financing Facility), and the DIP Lenders shall take all necessary action to confirm the removal of any liens on the properties of the applicable Reorganizing Debtors securing the DIP Financing Facility at the sole cost of the Reorganized Debtors. To the extent that Claims arising under Tranche B of the DIP Financing Facility will not be paid in full in Cash as a result of reinstatement and continuation of such letters of credit under the First Lien L/C Facility or Second Lien L/C Facility (as applicable), acceptance of such treatment in full satisfaction of their Allowed Administrative Expense Claim by the requisite DIP Lenders as provided under section 2.13 of the DIP Financing Facility shall be binding on all DIP Lenders. Contemporaneous with the termination of the DIP Financing Facility pursuant to this Confirmation Order, the DIP Lenders' commitments and obligations thereunder shall be terminated and the Debtors shall be deemed to have unconditionally and irrevocably released the DIP Lenders and DIP Agents from all obligations, claims and liabilities whatsoever arising thereunder or relating thereto. (iv) Nothing contained in the Second Reorganization Plan, this Confirmation Order, or otherwise, will be deemed to change, modify or affect the terms and provisions of the protections granted to GECC (as defined therein) in paragraphs B, C, 5(c), 5(e) and 14 of that certain Agreed Final Order (I) Authorizing Use of Cash Collateral of GECC Pursuant to 11 U.S.C. Section 363, and (II) Granting Adequate Protection Pursuant to 11 U.S.C. Sections 363 and 364, dated as of May 13, 2002 (as it may have been amended) (Docket No. 287), the provisions of which are incorporated herein. 8. Investment and Purchase Agreement. The terms and conditions of the Investment and Purchase Agreement are approved, and the sale contemplated therein in exchange for the Purchase Price is authorized under sections 105 and 1123(b)(4) of the Bankruptcy Code and this Confirmation Order. The Investment and Purchase Agreement may be modified, amended, or supplemented by agreement of the signatories thereto without further action of the Court, provided that any such modification, amendment, or supplement is not material and substantially conforms to and effectuates the Investment and Purchase Agreement, the Second Reorganization Plan and this Confirmation Order. (i) Payment of Purchase Price. On the Effective Date, Reorganizing Covanta is authorized, without any further action by its stockholders or board of directors, to issue written instructions to the Escrow Agent so that the Deposit shall be applied to payment of the Consideration in accordance with Section 3.2 of the Investment and Purchase Agreement. (ii) Valid and Effective Transfer. On the Effective Date, Reorganizing Covanta shall be authorized, without any further action by its stockholders or board of directors, to issue, sell and convey to the Plan Sponsor the Purchased Shares in accordance with Section 3.1 of the Investment and Purchase Agreement. The sale and transfer of the Purchased Shares by Reorganizing Covanta to the Plan Sponsor pursuant to the Investment and Purchase Agreement and the Second Reorganization Plan shall constitute a legal, valid and effective transfer of the Purchased Shares, and shall vest the Plan Sponsor with all right, title and interest in and to the Purchased Shares, free and clear of all Claims and Encumbrances of any kind or nature whatsoever; provided, that immediately after giving effect to such transfer the Purchased Shares shall be subject to the liens of the Exit Financing Agreements in accordance with the terms thereof. As of the Effective Date, this Confirmation Order shall be construed and shall constitute for any and all purposes a full and complete general assignment, conveyance and transfer of the Purchased Shares transferring good and marketable title in such Shares to the Plan Sponsor. (iii) The Reorganizing Debtors and Reorganized Debtors are authorized and empowered to execute and deliver all documents, agreements and instruments and take all actions reasonably necessary to effectuate the consummation and implementation of the Second Reorganization Plan, including, without limitation, the execution, delivery and performance of the Investment and Purchase Agreement, and each other document, instrument, and agreement to be executed in connection therewith and the transactions contemplated thereby. All such action taken or caused to be taken shall be deemed to have been authorized and approved by this Court without further corporate act or action under applicable law and without any requirement of further action by the stockholders or directors of the Reorganizing Debtors or Reorganized Debtors. 9. Exit Financing Agreements. The Exit Financing Agreements, including all exhibits, documents and agreements attached thereto, introduced into evidence by the Debtors at the Confirmation Hearing, and the execution, delivery, and performance of such exhibits, documents and agreements in substantially the form submitted at the Confirmation Hearing by the Reorganizing Debtors or Reorganized Debtors in accordance with their respective terms are approved. Reorganizing Covanta, Reorganizing CPIH and, to the extent necessary, the other Reorganizing Debtors or Reorganized Debtors are hereby authorized to execute each of the Exit Financing Agreements, as they may be modified in accordance with their terms, on or prior to the Effective Date, together with such other documents as may be reasonably requested by the lenders in order to effectuate the provisions thereof, without further approval by the board of directors of Reorganizing Covanta, Reorganizing CPIH, any other Reorganizing Debtor or Reorganized Debtor. (i) The Reorganizing Debtors or Reorganized Debtors are hereby authorized to grant to the lenders under the Exit Financing Agreements or other appropriate party valid, binding, enforceable and perfected security interests in and Liens upon all Collateral, as such term is defined in the Exit Financing Agreements, to secure all of the obligations under or in connection with the Exit Financing Agreements in accordance with the terms thereof; provided, however, that the lenders under the Exit Financing Agreements or other appropriate parties shall not be granted any security interests and/or Liens in property of a Reorganized Debtor that would cause a material violation, breach or default of a valid and enforceable contractual obligation or restriction existing as of the date hereof (including but not limited to those arising under that certain Limited Partnership Agreement dated October 7, 1991, as amended, with respect to the Huntington Limited Partnership) on the granting of security interests and/or Liens for which the required consents have not been obtained. The Exit Financing Agreements and each document, instrument and agreement executed in connection therewith (including, without limitation, each of the intercreditor agreements) shall constitute legal, valid, binding and authorized obligations of the respective parties thereto, enforceable in accordance with their terms. The security interests and liens granted pursuant to, or in connection with, the Exit Financing Agreements (and all documents, instruments and agreements related thereto) shall constitute, as of the Effective Date, legal, valid, and duly perfected liens and security interests in and to the collateral specified therein, subject only, where applicable, to the pre-existing liens and security interests specified or permitted in the Exit Financing Agreements or the documents, instruments or agreements contemplated thereby or as otherwise ordered by this Court. The relative priority of the liens and security interests granted under the Exit Financing Agreements shall be as set forth in the intercreditor agreements executed in connection therewith. To the extent that the terms of the Exit Financing Agreements and the terms of this Order are in any way inconsistent, the terms of this Order shall govern. (ii) On the Effective Date, all of the liens and security interests to be created under, or in connection with, the Exit Financing Agreements shall be deemed created and shall be valid and perfected without any requirement of filing or recording of financing statements, mortgages or other evidence of such liens and security interests and without any approvals or consents from governmental entities or any other persons and regardless of whether or not there are any errors, deficiencies or omissions in any property descriptions attached to any filing and no further act shall be required for perfection of the liens and security interests. (iii) The Reorganizing Debtors or Reorganized Debtors are hereby authorized to deliver letters of credit to various third parties as contemplated pursuant to the First Lien L/C Facility and the Second Lien L/C Facility and such third parties are directed to accept such letters of credit. (iv) The Reorganizing Debtors or Reorganized Debtors are hereby authorized to pay all fees and other amounts referred to in the Exit Financing Agreements (and all documents, instruments and agreements related thereto). The consummation of the Second Reorganization Plan and the execution, delivery and performance of the Exit Financing Agreements shall not result in or constitute a fraudulent transfer under applicable federal or state laws. 10. Unsecured Creditors Distributions. (i) The Covanta Unsecured Subordinated Notes Indenture filed with the Court as part of the Reorganization Plan Supplement and introduced into evidence at the Confirmation Hearing, the Reorganization Plan Unsecured Notes to be issued under the Covanta Unsecured Subordinated Notes Indenture and the Agency Agreement to be entered into in connection with the Distribution to holders of Allowed Class 6 Claims, all are hereby approved, and the Reorganized Debtors are hereby authorized to execute them upon the Effective Date without further approval by the Board of Directors of Reorganizing Covanta. (ii) Pursuant to the terms of the Second Reorganization Plan, upon the Effective Date the Reorganized Debtors shall implement the distributions to Classes 4, 6 and 8 provided for under the Second Reorganization Plan. 11. Assumptions. The executory contract and unexpired lease provisions of Article IX of the Second Reorganization Plan are approved in their entirety. On the Effective Date, pursuant to section 365 of the Bankruptcy Code, and except as otherwise provided in the Second Reorganization Plan, or in any contract, instrument, release or other document entered into in connection with the Second Reorganization Plan, the Reorganizing Debtors shall assume the following executory contracts and unexpired leases: (i) as to each Reorganizing Debtor listed on Exhibit 9.1A of the Second Reorganization Plan (collectively, the "Rejecting Debtors"), each Rejecting Debtor shall assume each executory contract or unexpired lease that is specifically designated on the Rejecting Debtors' Schedule of Assumed Contracts and Leases, filed as Exhibit 9.1A(s) to the Second Reorganization Plan, as may be amended at any time prior to the Effective Date, and (ii) as to each Reorganizing Debtor listed on Exhibit 9.1B of the Second Reorganization Plan (collectively, the "Assuming Debtors"), each executory contract and unexpired lease to which each Assuming Debtor is a party shall be deemed assumed, except for any executory contract or unexpired lease of the Assuming Debtors that (A) has been previously assumed or rejected pursuant to a Final Order of the Court, (B) is specifically designated as a contract or lease on the Assuming Debtors' Schedule of Rejected Contracts and Leases, filed as Exhibit 9.1B(s) to the Second Reorganization Plan, as may be amended at any time prior to the Effective Date, or (C) is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Reorganizing Debtors prior to the Confirmation Hearing (collectively, the "Assumed Contracts and Leases"). Each of the Assumed Contracts and Leases shall be assumed only to the extent that it constitutes an executory contract or unexpired lease. Listing a contract or lease on Exhibits 9.1A(s) or 9.1B(s) of the Second Reorganization Plan shall not constitute an admission by a Debtor or Reorganizing Debtor that such contract or lease is an executory contract or unexpired lease or that a Debtor or Reorganizing Debtor has any liability thereunder. This Confirmation Order shall constitute an order approving the assumptions described in Section 9.1 of the Second Reorganization Plan, pursuant to section 365 of the Bankruptcy Code, as of the Effective Date. On the Effective Date, subject to the provisions of paragraphs 11 and 12 of this Confirmation Order, the Reorganized Debtors shall be entitled to enjoy all the rights and benefits under each of the Assumed Contracts and Leases without the necessity of obtaining such counterparty's written consent to assumption or retention of such rights and benefits, and all rights of such counterparty with respect to each of the Assumed Contracts and Leases regarding events and occurrences prior to the Effective Date shall be deemed satisfied and waived, subject to the Reorganized Debtors' satisfaction of its cure obligations in accordance with paragraphs 11 and 12 of this Confirmation Order. Notwithstanding anything in the Second Reorganization Plan or this Confirmation Order to the contrary, and the relevant language in the Second Reorganization Plan is hereby deemed modified to be consistent herewith, the assumption of that certain Service Agreement dated as of November 16, 1990, as supplemented and amended, between Northeast Maryland Waste Disposal Authority (the "Authority") and Covanta Montgomery, Inc. (the "Service Agreement") is expressly conditioned upon Covanta Montgomery, Inc. providing the Authority with a Guarantor Security Letter of Credit (as defined in the Service Agreement and as contemplated by paragraph EE of this Confirmation Order) that meets the requirements of Section 7.3(f) of the Service Agreement and shall be maintained in accordance with the requirements of the Service Agreement. 12. Notices of Cure Distributed After the Confirmation Hearing. To the extent that they have not already done so prior to the Confirmation Hearing, within thirty (30) days after the Confirmation Date, the Reorganizing Debtors or Reorganized Debtors shall provide a Notice of Cure to each party whose executory contract or unexpired lease is being assumed pursuant to the Second Reorganization Plan of: (a) the executory contract or unexpired lease being assumed; (b) the proposed cure amount ("Cure Amount Claim"), if any, that the applicable Reorganizing Debtor or Reorganized Debtor believes it would be obligated to pay in connection with such assumption; and (c) the procedures for such party to object to the assumption of the applicable executory contract or unexpired lease or the amount of the proposed Cure Amount Claim. In the event a party fails to file and serve a timely objection to such Notice of Cure, the Cure Amount stated in the Notice of Cure shall be conclusive and the Reorganized Debtors may assume the executory contract or unexpired lease without further order of the Court. If a timely objection is filed, the Court shall determine the Cure Amount and the propriety of the assumption in accordance with the Second Reorganization Plan at the next scheduled hearing, which hearing shall occur no earlier than five (5) business days after the filing of the objection. The Notice of Cure shall be in substantially the form of the Notices of Cure filed and served by the Debtors prior to the Confirmation Hearing and shall be served on each non-Debtor party to an executory contract or unexpired lease. In the event the Court determines that the Cure Amount is higher than the amount proposed by the Debtors, the Debtors may reject the executory contract or unexpired lease notwithstanding the occurrence of the Effective Date. 13. Notices of Cure Distributed Prior to the Confirmation Hearing. With respect to the parties who received a Notice of Cure prior to the Confirmation Hearing but did not object or otherwise respond prior to the Confirmation Hearing, the Cure Amount Claim shall be fixed as set forth in the Notice of Cure. The payment of the Cure, if any, with respect thereto shall be made in accordance with the terms of the Second Reorganization Plan and this Confirmation Order and any such party shall be deemed to consent to such assumption and, upon the Effective Date, the Reorganized Debtors shall be entitled to enjoy all the rights and benefits under each such executory contract or unexpired lease without the necessity of obtaining such counterparty's written consent to assumption or retention of such rights and benefits. The Cure Amount Claim with respect to parties who did object or otherwise respond to the Notices of Cure prior to the Confirmation Hearing shall be established by the Court in accordance with the procedures for resolving such disputes set forth in the Second Reorganization Plan and this Confirmation Order. In the event the Court determines that the Cure Amount is higher than that amount proposed by the Debtors, the Reorganizing Debtors or Reorganized Debtors may reject the executory contract or unexpired lease notwithstanding the passage of the Effective Date. 14. Rejection. Except as otherwise provided in the Second Reorganization Plan, or in any contract, instrument, release or other document entered into in connection with the Second Reorganization Plan, on the Effective Date, or as otherwise set forth in the Second Reorganization Plan, pursuant to section 365 of the Bankruptcy Code, the Reorganizing Debtors shall reject the following executory contracts and unexpired leases: (i) as to each Rejecting Debtor, all executory contracts and unexpired leases to which each such Rejecting Debtor is a party shall be deemed rejected, except for any executory contract or unexpired lease of the Rejecting Debtors that (A) has been previously assumed or rejected pursuant to a Final Order of the Court, (B) is specifically designated as a contract or lease on the Rejecting Debtors' Schedule of Assumed Contracts and Leases, filed as Exhibit 9.1A(s) to the Second Reorganization Plan, as may be amended at any time prior to the Effective Date, (C) is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Reorganizing Debtors prior to the Confirmation Hearing, or (D) is an executory contract or unexpired lease to which any other Reorganizing Debtor or non-debtor affiliate is counterparty, and (ii) as to each Assuming Debtor, all executory contracts and unexpired leases that are specifically designated as a contract or lease on the Assuming Debtors' Schedule of Rejected Contracts and Leases, filed as Exhibit 9.1B(s) to the Second Reorganization Plan, as may be amended at any time prior to the Effective Date, shall be rejected (collectively, the "Rejected Contracts and Leases"). Each of the Rejected Contracts and Leases shall be rejected only to the extent that any such contract or lease constitutes an executory contract or unexpired lease. Listing a contract on Exhibits 9.1A(s) or 9.1B(s) of the Second Reorganization Plan shall not constitute an admission by a Debtor or Reorganizing Debtor that such contract or lease is an executory contract or unexpired lease or that a Debtor or Reorganizing Debtor has any liability thereunder. This Confirmation Order shall constitute an order approving such rejections, pursuant to section 365 of the Bankruptcy Code, as of the Effective Date. 15. Bar Date for Rejection Damage Claims. Claims arising out of the rejection of an executory contract or unexpired lease pursuant to Sections 9.1 of the Second Reorganization Plan must be filed with the Court no later than the later of (i) twenty (20) days after the Effective Date, and (ii) thirty (30) days after entry of the order rejecting such contract or lease. Any Claims not filed within such time period will be forever barred from assertion against any of the Debtors, the Reorganizing Debtors or the Reorganized Debtors. 16. F. Browne Gregg Agreements. The status of the assumption or rejection of each of the Guaranty, dated November 10,1988, by Covanta Energy Corporation for the benefit of F. Browne Gregg ("Gregg"), and all agreements between Covanta Systems, Inc. ("Covanta Systems") and Gregg, including but not limited to, the Agreement, dated October 17, 1988, as amended, between Covanta Systems and Gregg; First Amendment Agreement, dated November 10, 1988, between Covanta Systems and Gregg, and First Amendment to Agreement, dated January 4, 2000, each between Covanta Systems and Gregg (collectively, the "Gregg Agreements"), is contingent on, inter alia, the resolution of the Reorganizing Debtors' pending objection to the proofs of claim filed by Gregg and proceedings between Covanta Lake II, Inc., and Lake County, Florida, currently pending in this Court, and the Reorganizing Debtors' time to decide whether to assume or reject the Gregg Agreements is extended pending further order of the Court. 17. Treatment of Intercompany Claims. The treatment of Intercompany Claims provided in Section 4.9 of the Second Reorganization Plan is approved in its entirety, including, without limitation, the following provisions: (i) Each of the Liquidating Debtors' Intercompany Claims against the Reorganizing Debtors and any of the other persons or entities identified as beneficiaries of the release provided pursuant to Section 11.10 of the Second Reorganization Plan (together, the "Released Parties") will be fully settled and released as of the Effective Date. (ii) Each of the Heber Debtors' Intercompany Claims against (A) the Reorganizing Debtors and any of their respective present or former officers, directors, employees, attorneys, accountants, financial advisors, investment bankers or agents and (B) the other Released Parties will be fully settled and released as of the Effective Date. (iii) Each of the Reorganizing Debtors' Intercompany Claims against (A) the other Reorganizing Debtors and any of their respective present or former officers, directors, employees, attorneys, accountants, financial advisors, investment bankers or agents and (B) the other Released Parties, to the extent and only for the periods provided for pursuant to section 11.10 of the Second Reorganization Plan, will be fully settled and released or, with respect to Claims against the Reorganizing Debtors, treated in accordance with section 4.9(b)(II) of the Second Reorganization Plan. (iv) On the Effective Date, consistent with the provisions of the Second Reorganization Plan, the Reorganizing Debtors or Reorganized Debtors are authorized to issue notes with respect to Intercompany Claims in order to facilitate implementation of the Second Reorganization Plan. Specifically, Reorganized CPIH is authorized to issue a promissory note ("Note") in the amount of $90 million to Covanta Projects, Inc. ("CPI") in payment of certain existing intercompany payables equaling $90 million. CPI is authorized to endorse the Note to Reorganized Covanta, also in payment of certain existing intercompany payables. Reorganized CPIH is also authorized to issue a supplemental promissory note ("Supplemental Note") of up to $5 million to CPI, which in turn will endorse the Supplemental Note to Reorganized Covanta in the same manner. Furthermore, Reorganized Covanta is authorized to endorse the Note and the Supplemental Note to the Agent on behalf of the holders of Allowed Subclass 3A and Subclass 3B Claims, who will in turn endorse the Note and the Supplemental Note back to Reorganized CPIH in exchange for Reorganized CPIH entering into an agreement with respect to the New CPIH Funded Debt in an amount up to $95 million. (v) To the extent that any Intercompany Claim remains unsettled and unreleased following the Effective Date pursuant to Section 4.9(b)(II) of the Second Reorganization Plan, the Reorganized Debtors shall have the right to take any necessary action to resolve and settle such Claims after the Effective Date, with the amount of such Claims being determined as of the close of business on the Effective Date. 18. Allowed Subclass 3A and Subclass 3B Secured Claim Amounts. (i) The aggregate amount of the Allowed Subclass 3A Secured Claim Amount consists of a liquidated portion of the Secured Bank Claims in the amount of $410,122,539 and a contingent portion of the Secured Bank Claims in the amount of $2,097,775. The contingent portion of the Allowed Subclass 3A Secured Claim Amount is with respect to (a) a still outstanding letter of credit issued in favor of the City of Kanata under the Prepetition Credit Agreement, and (b) a working capital adjustment to be undertaken in connection with the Anaheim Arena Termination Agreement, in accordance with the Order Authorizing and Approving Entry into the Anaheim Arena Termination Agreement and Related Transactions, entered December 8, 2003 (Docket No. 2951). For purposes of the Initial Distribution made pursuant to section 4.3(c)(I) of the Second Reorganization Plan, the Allowed Subclass 3A Secured Claim Amount will include both the liquidated and the contingent portion of the Secured Bank Claims and be in the aggregate amount of $412,220,314; provided, however, that the Reorganized Debtors shall hold in escrow (or similar arrangement) any Distribution with respect to the contingent portion of the Allowed Subclass 3A Secured Claim Amount until such time as those Secured Bank Claims become liquidated; and further, provided that in the event it shall be determined, either before or after the Effective Date, that all or part of the contingent Allowed Subclass 3A Secured Claim Amount shall be Disallowed, a pro rata portion of the Distribution held or intended to be held in escrow (or pursuant to such similar or other arrangements) shall be released by the Reorganized Debtors for Distribution on a pro rata basis between the Allowed Secured Bank Claims (excluding that portion referred to as contingent pursuant to this paragraph 18 of this Confirmation Order) and Allowed 9.25% Debenture Claims. (ii) The aggregate amount of the Allowed Subclass 3B Secured Claim Amount is in the amount of $105,395,833. With respect to holders of 9.25% Debenture Claims, the Distribution Record Date is January 12, 2004. 19. Reinstatement of Parent and Holding Company Guarantees. Pursuant to the Second Reorganization Plan, on the Effective Date the Reorganized Debtors shall be deemed to have reinstated the obligations of Reorganized Covanta or any Intermediate Holding Company Debtor based on a guarantee of an obligation of any other Reorganizing Debtor or any direct or indirect international subsidiary of a Reorganizing Debtor that will continue operating following the Effective Date, including, without limitation, performance guarantees; provided however, that the Parent and Holding Company Guarantee Claims that are reinstated pursuant to the Second Reorganization Plan shall not include the guarantee or indemnity Claims of any insurers or issuers of surety bonds, unless this Court specifically determines that any such claim shall be entitled to reinstatement; and further, provided that notwithstanding the reinstatement of any such obligation, (i) no contractual provisions or applicable law that would entitle the beneficiary of such a guarantee to demand or receive payment with respect to any such obligation prior to the stated maturity thereof, terminate any contractual relationship or take such other enforcement action (as may be applicable) from and after the occurrence of a default that occurred prior to the Effective Date shall be enforceable against the Reorganized Debtors, and (ii) for the period through one year after the Effective Date: (a) no contractual provisions or applicable law that would require a Reorganizing Debtor or Reorganized Debtor to satisfy any financial criteria or meet any financial condition measured by reference to such Debtor's most recent annual audited financial statements with respect to any such reinstated guarantee obligation during the pendency of these Chapter 11 Cases shall be enforceable against such Reorganizing Debtor or Reorganized Debtor, and (b) the Reorganizing Debtors and Reorganized Debtors shall be deemed to be and to remain in compliance with any such contractual provision or applicable law regarding financial criteria or financial condition (other than contractual requirements to satisfy minimum ratings from ratings agencies). After such year, such financial criteria or financial condition shall be measured by reference to the applicable Debtor's then most recent annual audited financial statements. On or after the Effective Date, the Reorganizing Debtors or Reorganized Debtors shall provide notice of reinstatement to the beneficiary of any such guarantee. 20. Termination of Guarantees of Continuing Debtor Obligations. Except as to those guarantees expressly assumed under Exhibit 9.1B(s) of the Second Reorganization Plan, all obligations arising under any guarantees of the performance of Covanta Warren Energy Resource Co., L.P., Covanta Tampa Construction, Inc., Covanta Tampa Bay, Inc. or Covanta Lake II, Inc. (including those of its predecessor, Covanta Lake, Inc.) under any existing agreements are terminated as of the date hereof, provided, however, that in the event such Continuing Debtors assume any of the underlying agreements to which guarantee obligations relate, the underlying agreements shall only be assumed if a substantially similar replacement guarantee is provided, and further provided that nothing herein shall be deemed a rejection of such underlying agreements by the Continuing Debtors or give rise to a right to terminate any underlying unassumed agreement, and further provided that nothing herein shall be deemed a rejection or modification of the terms of any contract previously assumed pursuant to sections 363 and 365 of the Bankruptcy Code by the Debtors or Continuing Debtors. 21. Retained Professional Claims and Final Fee Applications. All final requests for payment by all (i) Retained Professionals and (ii) other Persons employed by the Debtors or serving as independent contractors to the Debtors in connection with their reorganization efforts that are seeking an award by the Court of compensation for services rendered or reimbursement of expenses incurred through and including the Effective Date under subsections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy Code shall file and serve on counsel for the Debtors and as otherwise required by the Court and Bankruptcy Code their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred on or before the date that is forty-five (45) days after the Effective Date. The Reorganized Debtors shall pay in full upon a determination of allowance such Claims in such amounts as are Allowed by the Court, after notice and hearing, or upon such other less favorable terms as may be mutually agreed upon between the holder of such an Allowed Administrative Expense Claim and the Reorganizing Debtors or, on and after the Effective Date, the Reorganized Debtors and, in each such case, approved by the Court after notice and hearing. Except for payments to professionals specifically provided for by the Second Reorganization Plan, which are hereby approved, any request for payment of an Administrative Expense Claim by a Retained Professional or other Person specified in this paragraph, which is not filed by the applicable deadline set forth above, shall be barred. Upon the Effective Date, any requirement that Retained Professionals or Key Ordinary Course Professionals comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for such services rendered after such date will terminate, and the Reorganized Debtors will employ and pay Retained Professionals and Key Ordinary Course Professionals in the ordinary course of business. Notwithstanding the foregoing, (i) Retained Professionals employed by the Debtors shall not be required to file final applications for allowance of compensation and reimbursement of expenses with respect to services rendered to the Continuing Debtors, (ii) after the Effective Date, the Reorganized Debtors may continue to pay the fees and expenses of Retained Professionals providing services to the Continuing Debtors (all in accordance with, and subject to, the provisions of this Court's prior orders establishing procedures for interim compensation and reimbursement of expenses), and such Retained Professionals are authorized to accept payment on account of such services directly from the Reorganized Debtors. 22. Substantial Contribution Compensation and Expenses Bar Date. Any Person who requests compensation or expense reimbursement for a Substantial Contribution Claim in the Chapter 11 Cases must file an application with the clerk of the Court, on or before thirty (30) days after the Effective Date, and serve such application on counsel for the Reorganized Debtors and as otherwise required by the Court and the Bankruptcy Code on or before such date, or be forever barred from seeking compensation or expense reimbursement for such Substantial Contribution Claim. 23. Other Administrative Claims. Any other requests for payment of an Administrative Expense Claim (other than as set forth in paragraphs 21 or 22 above) that are subject to the Administrative Expense Claim Bar Date under the Second Reorganization Plan must be filed with the Court and served on counsel for the Reorganizing Debtors and as otherwise required by the Court and Bankruptcy Code on or before thirty (30) days after the Effective Date. Unless the Reorganizing Debtors, Reorganized Debtors, or any other party in interest in the Chapter 11 Cases objects to an Administrative Expense Claim by the Claims Objection Deadline, such Administrative Expense Claim shall be deemed Allowed in the amount filed. In the event that the Reorganizing Debtors, Reorganized Debtors, or any other party in interest in the Chapter 11 Cases objects to an Administrative Expense Claim, the Court shall determine the Allowed amount of such Administrative Expense Claim. Notwithstanding the foregoing, no request for payment of an Administrative Expense Claim need be filed with respect to an Administrative Expense Claim incurred and payable by the Reorganizing Debtors or Reorganized Debtors in the ordinary course of business. 24. Resolution of Unsecured Claims. Except as otherwise ordered by the Court, any Claim that is not an Allowed Claim shall be determined, resolved or adjudicated in accordance with the terms of the Second Reorganization Plan. The Reorganizing Debtors or Reorganized Debtors, as the case may be, shall have the exclusive right to make and file objections to Claims (other than Administrative Expense Claims) and shall serve a copy of each objection upon the holder of the Claim to which the objection is made as soon as practicable, but in no event later than one hundred and twenty (120) days after the Effective Date; provided, however, that such one hundred and twenty (120) day period may be automatically extended by the Reorganized Debtors, without any further application to, or approval by, the Court, subject to filing a notice with the Court of such extension, for up to an additional thirty (30) days. The foregoing deadlines for filing objections to Claims shall not apply to Claims for tort damages and, accordingly no such deadline shall be imposed by the Second Reorganization Plan or this Confirmation Order. 25. General Authorizations. The Debtors, the Reorganizing Debtors and the Reorganized Debtors, and their respective officers, employees, agents or attorneys, as applicable, are authorized and empowered pursuant to sections 105 and 1142(b) of the Bankruptcy Code and any applicable state law to take any and all actions reasonably necessary or appropriate to implement, effectuate and consummate any and all of the documents or transactions contemplated by the Second Reorganization Plan or this Confirmation Order, without further order of the Court, further corporate action or further action by (or vote of) directors, partners or stockholders of Covanta, the Debtors, Reorganizing Debtors or Reorganized Debtors, including, without limitation, the (i) consummation of the sale of the equity to the Plan Sponsor pursuant to and in accordance with the terms and conditions of the Investment and Purchase Agreement or the related transactions in connection therewith; (ii) negotiation, execution and delivery of the Exit Financing Agreements and the Covanta Unsecured Subordinated Notes Indenture and such other and further documents as may be necessary or appropriate in connection therewith; (iii) issue for distribution or reserve for issuance in accordance with the terms of the Second Reorganization Plan the Reorganization Plan Notes, (iv) performance of their respective obligations and all further actions for ensuring their performance under the Investment and Purchase Agreement, the Exit Financing Agreements, the Covanta Unsecured Subordinated Notes Indenture, the Second Reorganization Plan or this Confirmation Order; (v) issuance, execution, delivery, filing or recording, as appropriate, the documents evidencing and consummating the Investment and Purchase Agreement, the Exit Financing Agreements, the Covanta Unsecured Subordinated Notes Indenture or the Second Reorganization Plan; (vi) issuance, execution, delivery, filing or recording, as appropriate, such other contracts, instruments, releases, indentures, mortgages, deeds, bills of sale, assignments, leases, or other agreements or documents in connection with the Investment and Purchase Agreement, the Exit Financing Agreements, the Covanta Unsecured Subordinated Notes Indenture or the Second Reorganization Plan; (vii) retention of professionals for purposes of consummating the Second Reorganization Plan and the transactions contemplated therein and hereby; (viii) cancellation of the Equity Interests in Covanta; and (ix) performance of such other acts and execution and delivery of such other documents, as are consistent with, and necessary or appropriate to implement, effectuate and consummate the intent of the parties in entering into the Investment and Purchase Agreement, the Exit Financing Agreements, the Covanta Unsecured Subordinated Notes Indenture, the related agreements and Second Reorganization Plan, including making any non-material modifications, amendments or corrections of those agreements that may be required so that they more fully reflect such intent. The secretary of each of the Debtors, Reorganizing Debtors or Reorganized Debtors shall be, and hereby is, authorized to certify or attest to any of the foregoing actions (but no such certification or attestation shall be required to make any such action valid, binding, and enforceable). Without limiting the generality of the foregoing, this Confirmation Order shall constitute all approvals and consents, if any, required by the applicable state corporation laws, and all other applicable business corporation, trust, and other laws of the applicable governmental units with respect to the implementation and consummation of the Investment and Purchase Agreement, the Second Reorganization Plan and this Confirmation Order and the transactions contemplated thereby and hereby. Such actions are approved in all respects and shall be deemed to have occurred and be effective on the Effective Date. Following the Effective Date, each of the contracts, instruments, releases, indentures, mortgages, deeds, bills of sale, assignments, leases, or other agreements or documents entered into by the Reorganizing Debtors or Reorganized Debtors in connection with the Second Reorganization Plan shall be legal, valid and binding obligations of the applicable Reorganized Debtor and enforceable against such Reorganized Debtor in accordance with its terms. 26. Directors and Officers of Reorganized Debtors. The Court approves the appointment of the initial directors of Reorganized Covanta and Reorganized CPIH, as disclosed prior to the Confirmation Hearing in the Directors and Officers Disclosure, as of and immediately following the Effective Date. The existing members of the boards of directors of each of the other Reorganizing Debtors shall continue to serve in their current capacities after the Effective Date. The persons identified to serve as directors or officers shall be deemed elected or appointed, as the case may be, and such elections or appointments, as the case may be, shall be effective on or after the Effective Date, without any requirement of further action by stockholders, other owners or directors of the Reorganized Debtors. 27. Approval of Employment, Retirement, Indemnification, And Other Related Agreements and Incentive Compensation Programs. Pursuant to section 1142(b) of the Bankruptcy Code, without further action by the Court or the stockholders or board of directors of Reorganized Covanta, and without limiting the power of authority of the Reorganized Debtors following the Effective Date to take any and all such actions as may be permitted or required by applicable nonbankruptcy law, the Reorganized Debtors are authorized, as of the Effective Date, to (a) maintain, amend, or revise existing employment retirement, indemnification and other agreements with their respective active directors, officers, and employees who will continue in such capacities (or similar capacities) after the Effective Date, or retirement income plans, welfare benefit plans, and other plans for such Persons, subject to the terms and conditions of any such agreements, and subject to Section 6.11 of the Second Reorganization Plan; (b) maintain the indemnification agreements with respect to Specified Personnel in accordance with Section 9.7 of the Second Reorganization Plan; and (c) enter into new employment, retirement, indemnification, and other agreements for active directors, officers, and employees, and retirement income plans, welfare benefits plans, and other plans for active and retired directors, officers, and employees. 28. Surrender of Instruments. As a condition to receiving any Distribution under the Second Reorganization Plan, each holder of an Allowed Claim represented by a certificated instrument or note (other than holders of Claims in Subclass 3A under the Second Reorganization Plan) must surrender such instrument or note held by it to the applicable Reorganizing Debtor or its designee, unless such certificated instrument or note is being reinstated or being left unimpaired under the Second Reorganization Plan. Any entity that is so required to surrender such instrument or note that fails to (i) surrender such instrument or note or (ii) execute and deliver an affidavit of loss and/or indemnity reasonably satisfactory to the applicable Reorganized Debtor or furnish a bond in form, substance and amount reasonably satisfactory to the applicable Reorganized Debtor before the first anniversary of the Effective Date, and which upon demand by Reorganized Debtors fails to comply with (i) or (ii) hereof, shall be deemed to have forfeited all rights and Claims and may not participate in any Distribution under the Second Reorganization Plan in respect of such Claim. Any other holder of an Allowed Claim who fails to take such action as reasonably required by the Reorganized Debtors or their designee to receive its Distribution hereunder before the first anniversary of the Effective Date, or such earlier time as otherwise provided for in the Second Reorganization Plan, may not participate in any Distribution under the Second Reorganization Plan in respect of such Claim. Any Distribution forfeited hereunder shall become property of the Reorganized Debtors. 29. Documentation and Disbursing Agent. Prior to the Effective Date, the Reorganizing Debtors shall consult with the Agent Banks, the Committee and the Bondholders Committee concerning (i) finalization of Plan related documents and (ii) appropriate procedures to effectuate disbursements to creditors pursuant to the Plan, including those disbursements made with respect to the Exit Financing Agreements, and agreements with third party disbursing agents, if any. Reorganized Covanta shall be authorized to act as Disbursing Agent with respect to the Second Reorganization Plan or to retain any such other Persons to assist it in such capacity in accordance with the provisions of Section 7.3 of the Second Reorganization Plan. The Court hereby approves and authorizes Reorganized Covanta to use and retain U.S. Bank, National Association as Disbursing Agent with respect to distributions to holders of Allowed Class 6 Claims. Reorganized Covanta in its capacity as Disbursing Agent, or any Person it may retain as Disbursing Agent to assist in such capacity, shall be empowered and authorized (i) to effect all actions and execute all agreements, instruments and other documents necessary to perform its duties under the Second Reorganization Plan, (ii) to hold Distributions prior to the applicable Distribution Date with respect thereto and to hold such Distributions in accordance with the terms of any applicable agreement with respect thereto, (iii) to make all Distributions contemplated pursuant to the Second Reorganization Plan and in accordance with the terms thereof, (iv) to employ professionals to represent it with respect to its responsibilities, and (v) to exercise such other powers as may be vesting in the Disbursing Agent by order of this Court, pursuant to the Second Reorganization Plan or pursuant to any other agreement as may be entered into in connection with the implementation and consummation of the Second Reorganization Plan or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions thereof. 30. Binding Effect. Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code, on and after the Confirmation Date, and subject to the Effective Date, the provisions of the Second Reorganization Plan shall bind all present and former holders of a Claim against, or Equity Interest in, the applicable Reorganizing Debtor and its respective successors, affiliates and assigns, whether or not the Claim or Equity Interest of such holder is Impaired under the Second Reorganization Plan and whether or not such holder has filed a Proof of Claim or Equity Interest or accepted the Second Reorganization Plan. The holders of Liens satisfied, discharged and released under the Second Reorganization Plan shall execute any and all documentation reasonably requested by the Debtors or the Reorganized Debtors evidencing the satisfaction, discharge and release of such Liens and such Liens shall be deemed satisfied, discharged and released by operation of this Confirmation Order. 31. Filing and Recording. This Confirmation Order (a) is and shall be effective as a determination that, on the Effective Date, all Claims and Equity Interests existing prior to such date have been unconditionally released, discharged and terminated in accordance with paragraph 7 of this Confirmation Order, (b) is and shall be effective as evidence of the release and cancellation of the security interests, liens and encumbrances in property of the Reorganizing Debtors in accordance with paragraph 7 of this Confirmation Order, and (c) is and shall be binding upon and shall govern the acts of all entities including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state and local officials, and all other persons and entities who may be required, by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any document or instruments, or who may be required to report or insure any title or state of title in or with respect to the property of the Reorganizing Debtors or Reorganized Debtors with respect to the Exit Financing Agreements or the Investment and Purchase Agreement. Each and every federal, state and local government agency is hereby directed to accept any and all documents and instruments necessary, useful or appropriate (including Uniform Commercial Code financing statements) to effectuate, implement and consummate the transactions contemplated by the Reorganization Plan and this Confirmation Order without payment of any recording tax, stamp tax, transfer tax or similar tax imposed by state or local law. 32. Corporate Existence and Revesting of Assets. Each of the Reorganizing Debtors shall, as a Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all powers of a corporation, limited liability company or general or limited partnership, as the case may be, under the laws of their respective states of incorporation or organization and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under such applicable state law. The Reorganized Debtors shall be revested with their assets as provided in the Second Reorganization Plan, subject to the Liens and Security Interests established pursuant to the Exit Financing Agreements and otherwise as permitted thereunder. Each Reorganized Debtor may operate its business and may use, acquire and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code, except as provided herein. 33. No Post-Confirmation Amendment or Filing of Claims. A Claim may not be filed or amended after the Confirmation Date without the prior authorization of the Court and, even with such Court authorization may be amended by the holder of such Claim solely to decrease, but not to increase, the amount or priority of the Claim. Except as otherwise permitted herein or in the Second Reorganization Plan, a Claim filed or amended after the Confirmation Date shall be deemed disallowed in full and expunged without any action by the Debtors, Reorganizing Debtors or the Reorganized Debtors. 34. Injunction. Except as otherwise specifically provided in the Second Reorganization Plan and except as may be necessary to enforce or remedy a breach of the Plan, the Debtors, and all Persons who have held, hold or may hold Claims or Equity Interests and any successors, assigns or representatives of the foregoing shall be precluded and permanently enjoined on and after the Effective Date from: (a) commencing or continuing in any manner any Claim, action or other proceeding of any kind with respect to any Claim, Equity Interest or any other right or Claim against any Reorganized Debtor, which they possessed or may possess prior to the Effective Date, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order with respect to any Claim, Equity Interest or any other right or Claim against any Reorganized Debtor, which they possessed or may possess prior to the Effective Date, (c) creating, perfecting or enforcing any encumbrance of any kind with respect to any Claim, Equity Interest or any other right or Claim against any Reorganized Debtor, which they possessed or may possess prior to the Effective Date, and (d) asserting any Claims against any Reorganized Debtors that are hereby released. 35. Exculpation. (a) Notwithstanding anything herein or the Second Reorganization Plan to the contrary, as of the Effective Date, none of (i) the Reorganizing Debtors, Reorganized Debtors, the Non-Debtor Affiliates or their respective officers, directors and employees, (ii) the Specified Personnel, (iii) the Committee and any subcommittee thereof, (iv) the Agent Banks, the DIP Agents, the steering committee for the holders of the Secured Bank Claims, the Bondholders Committee and the Indenture Trustee, (v) the accountants, financial advisors, investment bankers, and attorneys for the Reorganizing Debtors or Reorganized Debtors, (vi) the Plan Sponsor, (vii) the Investors and (viii) the directors, officers, employees, partners, members, agents, representatives, accountants, financial advisors, investment bankers, attorneys or affiliates for any of the persons or entities described in (i), (iii), (iv), (v), (vi) or (vii) of this paragraph 35 of this Confirmation Order shall have or incur any liability to any holder of a Claim or an Equity Interest, or any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of the commencement or conduct of the Chapter 11 Cases; the liquidations of the Liquidating Debtors; formulating, negotiating or implementing the Second Reorganization Plan and the Heber Reorganization Plan; formulating, negotiating, consummating or implementing the Investment and Purchase Agreement (except, with respect to the Plan Sponsor and the Investors, as explicitly provided pursuant to the Investment and Purchase Agreement); formulating, negotiating, consummating or implementing the Geothermal Sale under the Heber Reorganization Plan; the solicitation of acceptances of the Second Reorganization Plan and the Heber Reorganization Plan; the pursuit of confirmation of the Second Reorganization Plan and the Heber Reorganization Plan; the confirmation, consummation or administration of the Second Reorganization Plan and the Heber Reorganization Plan or the property to be distributed under the Second Reorganization Plan and the Heber Reorganization Plan, except for their gross negligence or willful misconduct, and in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Second Reorganization Plan. Nothing in this paragraph 35 shall limit the liability or obligation of an issuer of a letter of credit to the beneficiary of such letter of credit or obligations of the Plan Sponsor under the Investment and Purchase Agreement. (b) Notwithstanding any other provision of the Second Reorganization Plan or of this Confirmation Order, no holder of a Claim or Equity Interest, no other party in interest, none of their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, and no successors or assigns of the foregoing, shall have any right of action against any Debtor, Reorganizing Debtor, Reorganized Debtor, Liquidating Debtor, Heber Debtor, Specified Personnel, the Creditors' Committee and any subcommittee thereof, the Agent Banks, the DIP Agents and the steering committee for the holders of the Secured Bank Claims, the Bondholders Committee, the Indenture Trustee, the Plan Sponsor, the Investors, nor any statutory committee, nor any of the respective present or former members, officers, directors, employees, advisors or attorneys or any of the foregoing, for any or omission in the connection with, related to, or arising out of, the Chapter 11 Cases, formulating, negotiating, consummating or implementing this Second Reorganization Plan, formulating, negotiating, consummating or implementing the Investment and Purchase Agreement (except, with respect to the Plan Sponsor and the Investors, as explicitly provided pursuant to the Investment and Purchase Agreement), solicitation of acceptances of the Second Reorganization Plan, the pursuit of confirmation of the Second Reorganization Plan, the confirmation, consummation or administration of the Second Reorganization Plan or the property to be distributed thereunder, except for gross negligence or willful misconduct. (c) Nothing in this Confirmation Order or any other provision of the Second Reorganization Plan shall (i) be construed to exculpate any entity from liability with respect to an act or omission to the extent that such act or omission is determined by a Final Order to have constituted fraud, gross negligence, willful misconduct, criminal conduct or misuse of confidential information that causes damages, or (ii) to the extent applicable, limit the liability of the professionals representing the Debtors, the Reorganized Debtors, the Creditors' Committee, the Bondholders Committee, the Indenture Trustee or the Agent Banks to their respective clients pursuant to DR 6-102 of the New York Code of Professional Responsibility. 36. Release. As of the Effective Date, the Reorganizing Debtors or Reorganized Debtors, on behalf of themselves and their Estates, shall be deemed to release unconditionally all claims, obligations, suits, judgments, damages, rights, causes of action, and liabilities whatsoever, against each of the Released Parties, in each case whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken with respect to any omission, transaction, event, or other occurrence taking place on or prior to the Effective Date in any way relating to the Reorganizing Debtors, the Liquidating Debtors, the Heber Debtors, and the Plan Sponsor, the Investors, the Chapter 11 Cases, the Heber Reorganization Plan, the Liquidation Plan, the Investment and Purchase Agreement or the Second Reorganization Plan; provided that, the release granted pursuant to this Confirmation Order shall in no way effect or release the Claims arising prior to the respective Petition Dates, if any, of holders of the Debtors' public securities against parties other than the Reorganizing Debtors; and further provided that nothing in this Confirmation Order shall effect a release in favor of any Person other than the Reorganizing Debtors with respect to any debt owed to the United States Government or any regulatory agency thereof, any state, city or municipality for any liability of such Person arising under (i) the Internal Revenue Code, or any state, city or municipal tax code, (ii) the environmental laws of the United States, any state, city or municipality, (iii) any criminal laws of the United States, any state, city or municipality, or (iv) any liability arising under federal securities laws; and further provided that, with respect to the Plan Sponsor and the Investors, nothing herein shall release the Plan Sponsor or the Investors with respect to obligations pursuant to their contractual obligations under the Investment and Purchase Agreement and the documents executed in connection therewith or as specifically provided pursuant to the Second Reorganization Plan or this Confirmation Order; and further provided that, with respect to any party to the Exit Financing Agreements, nothing herein shall release any such parties with respect to obligations pursuant to their contractual obligations, if any, under the Exit Financing Agreements or as otherwise provided pursuant to the Second Reorganization Plan. 37. Automatic Stay. The stay in effect in the Chapter 11 Cases pursuant to section 362(a) of the Bankruptcy Code shall continue to be in effect until the Effective Date, and at that time shall be dissolved and of no further force or effect, subject to the injunction set forth in the preceding paragraph of this Order and/or sections 525 and 1141 of the Bankruptcy Code; provided, however, that nothing herein shall bar the filing of financing documents (including uniform commercial code financing statements, security agreements, leases, mortgages, trust agreements and bills of sale) or taking of such other actions as are necessary to effectuate the transactions contemplated by the Exit Financing Agreements, the Covanta Unsecured Subordinated Notes Indenture , the consummation of the Second Reorganization Plan or by this Confirmation Order prior to the Effective Date. 38. Payment of Fees. As set forth in Section 13.4 of the Second Reorganization Plan, all fees payable pursuant to section 1930 of Title 28 of the United States Code shall be paid by the Reorganized Debtors. 39. Payments for Services. On the Effective Date, the Reorganizing Debtors shall pay all costs and expenses incurred in connection with the Second Reorganization Plan, including, without limitation, fees and expenses payable to the Plan Sponsor pursuant to Section 3.3(c) of the Investment and Purchase Agreement, the Restructuring Fee payable to Chilmark pursuant to the Chilmark Agreement, as modified by the Chilmark Retention Order and the Confirmation Fee payable to Jefferies in accordance with the DIP Order. 40. Retention of Jurisdiction. Notwithstanding confirmation of the Second Reorganization Plan or occurrence of the Effective Date, this Court shall retain such jurisdiction as is legally permissible. 41. Modification of Second Reorganization Plan. Subject to Section 13.4 of the Second Reorganization Plan, after the entry of this Confirmation Order, the Reorganized Debtors may, upon due notice and order of the Court (to the extent required), amend or modify the Second Reorganization Plan in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Second Reorganization Plan or the Investment and Purchase Agreement, as applicable, without prejudice to the Plan Sponsor's rights under the Investment and Purchase Agreement, in such manner as may be necessary to carry out the purpose and intent of the Second Reorganization Plan. A holder of an Allowed Claim or Allowed Equity Interest that has accepted or is deemed to have accepted the Second Reorganization Plan shall be deemed to have accepted the Second Reorganization Plan as modified if the proposed modification does not materially and adversely change the treatment of the Claim or Equity Interest of such holder. 42. Severability. The Confirmation Order will constitute a judicial interpretation that each term and provision of the Second Reorganization Plan, as it may have been altered or interpreted in accordance with the forgoing, is valid and enforceable pursuant to its terms. 43. Exemption from Securities Laws. The issuance or transfer of any securities pursuant to the Second Reorganization Plan shall be exempt from any securities laws registration requirements to the fullest extent permitted by section 1145(a)(1)(A) of the Bankruptcy Code and section (3)(a)(7) of the Securities Act of 1933. 44. Exemptions from Taxation. Pursuant to section 1146(c) of the Bankruptcy Code, the Reorganizing Debtors and the Reorganized Debtors shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, documentary transfer tax, mortgage recording tax or other similar tax or governmental assessment, and the appropriate state and local governmental officials or agents, shall be, and hereby are, ordered and directed to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. 45. Separate Confirmation Orders. This Confirmation Order is and shall be deemed a separate Confirmation Order with respect to each of the Reorganizing Debtors in each such Reorganizing Debtors' separate Chapter 11 Case for all purposes. The Clerk of the Court is directed to file and docket this Confirmation Order in the Chapter 11 Case of each of the Reorganizing Debtors. 46. References to Second Reorganization Plan Provisions. The failure specifically to include or reference any particular provision of the Second Reorganization Plan in this Confirmation Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Second Reorganization Plan be confirmed in its entirety. 47. Confirmation Order Controlling. If there is any direct conflict between the Second Reorganization Plan and this Confirmation Order, the terms of this Confirmation Order shall control. 48. Reversal. If any or all of the provisions of this Confirmation Order are hereafter reversed, modified or vacated by subsequent order of this Court or any other court, such reversal, modification or vacatur shall not affect the validity or enforceability of the acts or obligations incurred or undertaken under or in connection with the Second Reorganization Plan prior to the Reorganized Debtors' receipt of written notice of such order. Notwithstanding any such reversal, modification or vacatur of this Confirmation Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Confirmation Order prior to the effective date of such reversal, modification or vacatur shall be governed in all respects by the provisions of this Confirmation Order and the Second Reorganization Plan and all related documents or any amendments or modifications thereto. 49. No Stay of Confirmation Order. Pursuant to Bankruptcy Rule 3020(e), this Confirmation Order shall not be stayed and shall be effective upon entry on the docket of this Court. Subject to the provisions of Sections 10.1, 10.2 and 10.3 of the Second Reorganization Plan, and notwithstanding any otherwise applicable law, immediately upon the entry of this Confirmation Order, the terms of the Second Reorganization Plan (including the Plan Exhibits and all documents and agreements executed pursuant to the Plan) and this Confirmation Order are deemed binding upon (a) the Debtors, (b) the Reorganized Debtors, (c) all holders of Claims against and Equity Interests in the Debtors, whether or not Impaired under the Second Reorganization Plan and whether or not, if Impaired, such holders accepted the Plan, (d) the Plan Sponsor, (e) any other party in interest, (f) any other Person making an appearance in the Chapter 11 Cases, and (g) each of the foregoing's respective heirs, successors, assigns, trustees, executors, administrators, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, or guardians. 50. Applicable Non-Bankruptcy Law. To the extent provided in sections 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of this Confirmation Order, the Second Reorganization Plan or any amendments or modifications thereto shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law. 51. Post-Confirmation Notices. Covanta shall serve notice of entry of this Confirmation Order pursuant to Bankruptcy Rules 2002(f)(7), 2002(k) and 3020(c) to all creditors, indenture trustees and equity security holders of the Reorganizing Debtors as of the Voting Record Date (as defined in the Second Disclosure Statement) no later than ten (10) Business Days after the Confirmation Date. 52. Tax Reports of Commonwealth of Pennsylvania, Department of Revenue. On or before sixty (60) days after the Effective Date, any Reorganizing Debtors against whom the Commonwealth of Pennsylvania, Department of Revenue ("Pennsylvania"), has alleged a claim shall provide Pennsylvania with all tax reports required by law to have been submitted to Pennsylvania prior to the Effective Date in connection with the Priority Tax Claims of Pennsylvania, to the extent the Reorganizing Debtors have not yet submitted such tax reports to Pennsylvania. 53. If the Effective Date does not occur by June 15, 2004, this Confirmation Order shall be deemed vacated and of no force and effect, unless extended by order of the Court and in accordance with the terms of the Investment and Purchase Agreement. Dated: New York, New York March __, 2004 UNITED STATES BANKRUPTCY JUDGE EXHIBIT A TO CONFIRMATION ORDER LIST OF REORGANIZING DEBTORS Reorganizing Debtor Case Number ------------------- ----------- Covanta Acquisition, Inc. 02-40861 (CB) Covanta Alexandria/Arlington, Inc. 02-40929 (CB) Covanta Babylon, Inc. 02-40928 (CB) Covanta Bessemer, Inc. 02-40862 (CB) Covanta Bristol, Inc. 02-40930 (CB) Covanta Cunningham Environmental Support, Inc. 02-40863 (CB) Covanta Energy Americas, Inc. 02-40881 (CB) Covanta Energy Construction, Inc. 02-40870 (CB) Covanta Energy Corporation 02-40841 (CB) Covanta Energy Group, Inc. 03-13707 (CB) Covanta Energy International, Inc. 03-13706 (CB) Covanta Energy Resource Corp. 02-40915 (CB) Covanta Energy Services, Inc. 02-40899 (CB) Covanta Energy West, Inc. 02-40871 (CB) Covanta Engineering Services, Inc. 02-40898 (CB) Covanta Fairfax, Inc. 02-40931 (CB) Covanta Geothermal Operations Holdings, Inc. 02-40873 (CB) Covanta Geothermal Operations, Inc. 02-40872 (CB) Covanta Heber Field Energy, Inc. 02-40893 (CB) Covanta Hennepin Energy Resource Co., L.P. 02-40906 (CB) Covanta Hillsborough, Inc. 02-40932 (CB) Covanta Honolulu Resource Recovery Venture 02-40905 (CB) Covanta Huntington Limited Partnership 02-40916 (CB) Covanta Huntington Resource Recovery One Corp. 02-40919 (CB) Covanta Huntington Resource Recovery Seven Corp. 02-40920 (CB) Covanta Huntsville, Inc. 02-40933 (CB) Covanta Hydro Energy, Inc. 02-40894 (CB) Covanta Hydro Operations West, Inc. 02-40875 (CB) Covanta Hydro Operations, Inc. 02-40874 (CB) Covanta Imperial Power Services, Inc. 02-40876 (CB) Covanta Indianapolis, Inc. 02-40934 (CB) Covanta Kent, Inc. 02-40935 (CB) Covanta Lancaster, Inc. 02-40937 (CB) Covanta Lee, Inc. 02-40938 (CB) Covanta Long Island, Inc. 02-40917 (CB) Covanta Marion Land Corp. 02-40940 (CB) Covanta Marion, Inc. 02-40939 (CB) Covanta Mid-Conn, Inc. 02-40911 (CB) Covanta Montgomery, Inc. 02-40941 (CB) Covanta New Martinsville Hydro-Operations Corp. 02-40877 (CB) Covanta Oahu Waste Energy Recovery, Inc. 02-40912 (CB) Covanta Onondaga Five Corp. 02-40926 (CB) Covanta Onondaga Four Corp. 02-40925 (CB) Covanta Onondaga Limited Partnership 02-40921 (CB) Covanta Onondaga Operations, Inc. 02-40927 (CB) Covanta Onondaga Three Corp. 02-40924 (CB) Covanta Onondaga Two Corp. 02-40923 (CB) Covanta Onondaga, Inc. 02-40922 (CB) Covanta Operations of Union, LLC 02-40909 (CB) Covanta OPW Associates, Inc. 02-40908 (CB) Covanta OPWH, Inc. 02-40907 (CB) Covanta Pasco, Inc. 02-40943 (CB) Covanta Plant Services of New Jersey, Inc. 02-40900 (CB) Covanta Power Development of Bolivia, Inc. 02-40856 (CB) Covanta Power Development, Inc. 02-40855 (CB) Covanta Power Equity Corp. 02-40895 (CB) Covanta Power International Holdings, Inc. 03-13708 (CB) Covanta Projects, Inc. 03-13709 (CB) Covanta Projects of Hawaii, Inc. 02-40913 (CB) Covanta Projects of Wallingford, L.P. 02-40903 (CB) Covanta RRS Holdings, Inc. 02-40910 (CB) Covanta Secure Services, Inc. 02-40901 (CB) Covanta SIGC Geothermal Operations, Inc. 02-40883 (CB) Covanta Stanislaus, Inc. 02-40944 (CB) Covanta Systems, Inc. 02-40948 (CB) Covanta Union, Inc. 02-40946 (CB) Covanta Wallingford Associates, Inc. 02-40914 (CB) Covanta Waste to Energy of Italy, Inc. 02-40902 (CB) Covanta Waste to Energy, Inc. 02-40949 (CB) Covanta Water Holdings, Inc. 02-40866 (CB) Covanta Water Systems, Inc. 02-40867 (CB) Covanta Water Treatment Services, Inc. 02-40868 (CB) DSS Environmental, Inc. 02-40869 (CB) ERC Energy II, Inc. 02-40890 (CB) ERC Energy, Inc. 02-40891 (CB) Heber Field Energy II, Inc. 02-40892 (CB) Heber Loan Partners 02-40889 (CB) OPI Quezon, Inc. 02-40860 (CB) Three Mountain Operations, Inc. 02-40879 (CB) Three Mountain Power, LLC 02-40880 (CB) EX-2.4 6 cov-8kex24.txt UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - ------------------------------------------X In re: : OGDEN NEW YORK SERVICES, INC., et al., : Chapter 11 : Case Nos. 02-40826 (CB), et al. Debtors and Debtors in Possession. : Jointly Administered : : - ------------------------------------------ : : X FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER UNDER 11 U.S.C. ss. 1129 AND RULE 3020 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE CONFIRMING THE DEBTORS' SECOND JOINT PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE Upon the Debtors' Second Joint Plan Of Liquidation Under Chapter 11 Of The Bankruptcy Code, dated as of March 2, 2004 (including all amendments and modifications thereof and exhibits thereto and the Second Liquidation Plan Supplement (Docket No. 3457) filed in connection therewith, the "Second Liquidation Plan" or "Plan") (Docket No. 3556), filed with this Court by Covanta Energy Corporation and those of its affiliates set forth on Exhibit "A" annexed hereto, debtors and debtors in possession (collectively, the "Liquidating Debtors" and together with all the above captioned entities, the "Debtors")1; and upon the Second Disclosure Statement With Respect To Reorganizing Debtors' Second Joint Plan Of Reorganization And Liquidating Debtors' Second Joint Plan Of Liquidation Under Chapter 11 Of The Bankruptcy Code, dated as of January 14, 2004 (Docket No. 3313) (the "Second Disclosure Statement"); and upon the Second Short-Form Disclosure Statement With Respect To Reorganizing Debtors' Second Joint Plan Of Reorganization And Second Joint Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (Docket No. 3316) (the "Second Short-Form Disclosure Statement"); and upon the Revised Designation of Debtors and Debtors in Possession Under the Second Reorganization Plan and the Second Liquidation Plan ("Revised Designation of Debtors") (Docket No. 3459); and upon the Notice of Liquidating Trustee and Oversight Nominee under Second Liquidation Plan (Docket No. 3466); and upon the hearing before this Court on January 14, 2004 to consider approval of the Second Disclosure Statement and the Second Short-Form Disclosure Statement and the notice procedures with respect thereto; and upon the Order entered on January 14, 2004 (Docket No. 3274) approving the Second Disclosure Statement, the Second Short-Form Disclosure Statement, and approving the notice procedures, the record date and voting, balloting and solicitation procedures with respect thereto, among other things (the "Disclosure Materials and Balloting Procedures Order"); and it appearing from the affidavits of mailing and publication filed with this Court (Docket Nos. 3435 and 3519) that copies of the Second Disclosure Statement (including the Second Reorganization Plan, annexed thereto as Exhibit A), the Second Short-Form Disclosure Statement and Notice of the Confirmation Hearing (the "Confirmation Hearing Notice") were transmitted to the holders of Claims against and Equity Interests in the Liquidating Debtors and other parties in interest as required by the Disclosure Materials and Balloting Procedures Order and such transmissions at such time being due and adequate notice under the circumstances, and that notice of the Confirmation Hearing was published in the manner required by the Disclosure Materials and Balloting Procedures Order and such notice being sufficient under the circumstances and no further notice being required; and upon the Disclosure Materials and Balloting Procedures Order fixing February 23, 2004 at 4:00 p.m. (Prevailing Eastern Time) as the deadline for the filing of objections to confirmation of the Second Liquidation Plan; and based upon (i) the Court's review of the Certification of Dalmau Garcia With Respect to Ballots Accepting or Rejecting the Debtors' Second Joint Plan of Liquidation Under Chapter 11 of the Bankruptcy Code and the Affidavit of Bridget Gallerie of Bankruptcy Services LLC attached thereto as Exhibit A (Docket No. 3534), filed on February 27, 2004 (the "Voting Declaration"), (ii) the Memorandum of Law in Support of Confirmation of the Liquidating Debtors' Second Joint Plan of Liquidation Plan Under Chapter 11 of the Bankruptcy Code (Docket No. 3543), (iii) the Affidavits of Anthony J. Orlando (Docket No. 3544) (the "Orlando Affidavit") and Matthew Rosenberg (Docket No. 3545) (the "Rosenberg Affidavit") in support of confirmation of the Second Liquidation Plan filed by the Debtors on March 1, 2004; and a hearing to consider confirmation of the Second Liquidation Plan having been held before this Court commencing on March 3, 2004 (the "Confirmation Hearing"); and upon the objections and responses filed against the Second Liquidation Plan; and upon the full and complete record of the Confirmation Hearing, including without limitation the exhibits presented and the testimony, whether direct or by proffer that were accepted into evidence, and all matters and proceedings heretofore part of the record in these cases; and for the reasons set forth on the record by the Court; and after due deliberation and sufficient cause appearing therefor; - -------- 1 Unless otherwise defined herein or as otherwise indicated herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Second Liquidation Plan, a copy of which is annexed hereto as Exhibit "B." Any term used in the Second Liquidation Plan or this Confirmation Order that is not defined in the Second Liquidation Plan or this Confirmation Order, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules. FINDINGS OF FACT AND CONCLUSIONS OF LAW IT IS HEREBY FOUND AND DETERMINED THAT: A. Pursuant to Rule 7052 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. B. Paragraph headings or captions are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Confirmation Order. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the Second Liquidation Plan. C. Jurisdiction and Venue. This Court has jurisdiction over the chapter 11 cases of the Liquidating Debtors (the "Liquidation Cases") pursuant to 28 U.S.C. ss.ss. 157 and 1334. Venue is proper before this Court pursuant to 28 U.S.C. ss.ss. 1408 and 1409. Confirmation of the Second Liquidation Plan and approval of the Plan Documents is a core proceeding under 28 U.S.C. ss. 157(b)(2), and this Court has exclusive jurisdiction to determine whether the Second Liquidation Plan complies with the applicable provisions of chapter 11 of title 11 of the United States Code 11 U.S.C. ss. 101, et seq. (the "Bankruptcy Code") and the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and should be confirmed. D. Judicial Notice. This Court takes judicial notice of the docket of the Reorganizing Debtors' cases, which are jointly administered under Case No. 02-40826 (CB), captioned as In re Ogden New York Services, Inc., et al., and the dockets for each of the adversary proceedings that are related to the Liquidation Cases in each case maintained by the Clerk of the Court, including, without limitation, all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered, adduced or presented at, the hearings held before the Court during the pendency of the Liquidation Cases, including the following: (i) The above captioned chapter 11 cases involve proceedings with respect to 146 affiliated Debtors, 60 of which are the subject of the Second Liquidation Plan. Each of the Liquidating Debtors is an eligible debtor under section 109 of the Bankruptcy Code and has operated its business and managed its properties as a debtor in possession pursuant to section 1108 of the Bankruptcy Code. No trustee or examiner has been appointed pursuant to section 1104 of the Bankruptcy Code in connection with the Liquidation Cases. (ii) On December 2, 2003, the Debtors entered into an agreement with Danielson Holding Corporation (the "Reorganization Plan Sponsor") pursuant to which the Reorganization Plan Sponsor, subject to Court approval, agreed to purchase for aggregate cash consideration of $30 million for 100% of the equity of Reorganized Covanta (the "Investment and Purchase Agreement") in connection with the proposed Debtor's Second Joint Plan of Reorganization Under Chapter 11 of The Bankruptcy Code, dated as of March 2, 2004 (the "Second Reorganization Plan") (Docket No. 3558). (iii) On December 18, 2003, the Liquidating Debtors filed the Second Liquidation Plan and Second Disclosure Statement with respect to the Second Liquidation Plan that contemplates, among other things, (a) the appointment of the Liquidating Trustee; (b) the transfer of any Residual Liquidation Assets to the Liquidation Trust; (c) the liquidation of any such Residual Liquidation Assets; (d) the payment in full of (I) Allowed Administrative Claims, (II) Allowed Priority Tax Claims and (III) Allowed Priority Non-Tax Claims asserted against the Liquidating Debtors; (e) the transfer of certain Liquidating Pledgor Debtor Assets and Designated DIP Collateral to Reorganized Covanta, free and clear of all liens, claims and encumbrances; and (f) the dissolution of the Liquidating Debtors in accordance with applicable state law. (iv) Simultaneously with filing the Second Liquidation Plan, on December 18, 2003, the Reorganizing Debtors filed the Second Joint Plan of Reorganization that contemplates, among other things, the sale for cash consideration of $30 million for 100% of the equity of Reorganized Covanta to the Reorganization Plan Sponsor pursuant to the Investment and Purchase Agreement. This Court has entered a confirmation order with respect to the Second Reorganization Plan dated as of the date hereof. (v) On January 14, 2004, the Court entered the Disclosure Materials and Balloting Procedures Order, thereby approving the adequacy of the Second Disclosure Statement. (vi) On November 21, 2003, the Court entered an Order (Docket No. 2809) (the "Heber Confirmation Order") confirming the Third Amended Heber Reorganization Plan with respect to six (6) of the affiliated Debtor entities, entry of which constitutes a condition precedent for confirmation of the Second Reorganization Plan. (vii) On March 3, 2004, the Court commenced the Confirmation Hearing where the Court considered confirmation of the Second Liquidation Plan. E. Transmittal and Service of Notices. Notice of the Confirmation Hearing and the relevant deadlines for submission of objections, as prescribed by this Court in the Disclosure Materials and Balloting Procedures Order, has been provided and is adequate and sufficient pursuant to section 1128 of the Bankruptcy Code, Bankruptcy Rules 2002(b) and 3020 and other applicable law and rules. Additionally, the Second Disclosure Statement and Second Liquidation Plan, which were transmitted and served as set forth in the Affidavits of Mailing of Mariah Martin dated February 4, 2004 (Docket No. 3435) and Julia Bealler dated February 13, 2004 (Docket No. 3519), are hereby deemed to have been transmitted and served in compliance with the Disclosure Materials and Balloting Procedures Order and the Bankruptcy Rules. Such transmittal and service was adequate and sufficient, and no other or further notice of such materials shall be required. Publication of the Confirmation Hearing Notice as set forth in the Notices of Filing of Certificate of Publication, dated February 3, 2004 and February 4, 2004 (Docket Nos. 3369 and 3386), was adequate and sufficient and no other or further notice shall be required. F. Solicitation. Solicitation of votes on the Second Liquidation Plan was conducted in good faith and in compliance with sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the Second Disclosure Statement, the Disclosure Materials and Balloting Procedures Order, all other applicable provisions of the Bankruptcy Code, and all other rules, laws and regulations. G. Ballots and Tabulation. All procedures used to distribute solicitation materials to the applicable holders of Claims and to tabulate ballots were fair and was conducted in accordance with the Disclosure Materials and Balloting Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of the Bankruptcy Court for the Southern District of New York, and all other applicable rules, laws and regulations. On February 27, 2004 the Debtors filed the Voting Affidavit, certifying the method and results of the ballot tabulation for each of the voting Classes under the Second Liquidation Plan. H. Burden of Proof. The Liquidating Debtors, as proponents of the Second Liquidation Plan, have the burden of proving the elements of section 1129 of the Bankruptcy Code by a preponderance of the evidence. The Liquidating Debtors have satisfied this burden. I. Compliance with Section 1129(a)(1) of the Bankruptcy Code. The Second Liquidation Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(1) of the Bankruptcy Code. (i) Proper Classification. The classification scheme of Claims and Equity Interests under the Second Liquidation Plan is reasonable. Valid business, factual and legal reasons exist for separately classifying the various Classes of Claims and Equity Interests created under the Second Liquidation Plan. Claims or Equity Interests in each Class are substantially similar to other Claims or Equity Interests in such Class, and the Second Liquidation Plan therefore satisfies the requirements of section 1122(a) of the Bankruptcy Code. (ii) Designation of Classes. The Second Liquidation Plan properly designates Classes of Claims and Equity Interests in accordance with the applicable provisions of the Bankruptcy Code, including sections 1122 and 1123(a)(1) of the Bankruptcy Code. (iii) Specified Unimpaired Classes. The Second Liquidation Plan specifies that Class 1 is Unimpaired, thereby satisfying the requirements of section 1123(a)(2) of the Bankruptcy Code. Pursuant to section 1126(f) of the Bankruptcy Code, Class 1 is deemed to accept the Second Liquidation Plan. (iv) Specified Impaired Classes. The Second Liquidation Plan specifies that Classes 3, 7, 9 and 11 are Impaired, thereby satisfying the requirements of section 1123(a)(3) of the Bankruptcy Code. Pursuant to section 1126(g) of the Bankruptcy Code, Classes 7, 9 and 11 are deemed to reject the Second Liquidation Plan by virtue of receiving no distributions or deemed distributions thereunder. (v) No Discrimination. The Second Liquidation Plan provides for the same treatment of each Claim or Equity Interest of a particular Class or Subclass, thereby satisfying the requirements of section 1123(a)(4) of the Bankruptcy Code. (vi) Classification of Certain Secured Claims. Secured Claims in Subclass 3A (the Secured Bank Claims and the Secured 9.25% Debenture Claims) and Subclass 3B (the Allowed Secured Liquidation Claims) have been classified together for voting purposes reflecting the fact that Claims in this Subclass are secured by similar or the same Prepetition Collateral, which is comprised of substantially all of the assets of the Liquidating Debtors. While the Second Liquidation Plan classifies Claims in Subclass 3A and Subclass 3B together for voting purposes, the Claims are placed in separate Subclasses for distribution purposes in order to properly implement redistributions and third party settlements that differently impact the Claims within these separate Subclasses, thereby further satisfying the requirements of section 1123(a)(4) of the Bankruptcy Code. (vii) Implementation of Plan. The Second Liquidation Plan provides for adequate means for its implementation, including, but not limited to (i) the funding of the Operating Reserve and the Administrative Expense Claims Reserve by the Reorganizing Debtors pursuant to the Secured Creditor Direction and the DIP Lender Direction in amounts sufficient to make all anticipated payments required to be made on or about the Effective Date and to fund the dissolution of the Liquidating Debtors and the closing of the Liquidation Cases; (ii) the designation of a Liquidating Trustee to wind-down and dissolve the Liquidating Debtors in accordance with applicable state law and close the Liquidation Cases; and (iii) generally providing the Liquidating Trustee with any and all action necessary to effectuate the Second Liquidation Plan. The Second Liquidation Plan therefore satisfies the requirements of section 11123(a)(5) of the Bankruptcy Code. (viii) Prohibition on the Issuance of Nonvoting Securities. Section 1123(a)(6) of the Bankruptcy Code, which requires a reorganizing debtor's charter to include certain provisions, is inapplicable, because the Liquidating Debtors are liquidating. (ix) Designation of Officers and Directors. The Liquidating Debtors have selected the Liquidating Trustee and the Oversight Nominee in a fair and reasonable manner, consistent with the interests of creditors, equity security holders and public policy in accordance with section 1123(a)(7) of the Bankruptcy Code. (x) Additional Plan Provisions. The Second Liquidation Plan contains no provision that is inconsistent with the applicable provisions of the Bankruptcy Code and therefore satisfies section 1123(b)(6) of the Bankruptcy Code. (xi) Identity of Proponents. In accordance with Bankruptcy Rule 3016(a), the Second Liquidation Plan is dated and identifies the entities submitting it as proponents. J. Compliance with Bankruptcy Code. The Liquidating Debtors, as proponents of the Second Liquidation Plan, have complied with each of the applicable provisions of the Bankruptcy Code including, without limitation, sections 1125 and 1126 of the Bankruptcy Code, and therefore have satisfied the requirements of section 1129(a)(2) of the Bankruptcy Code, as follows: (a) the Liquidating Debtors are eligible debtors under section 109 of the Bankruptcy Code and proper proponents of the Second Liquidation Plan under section 1121(a) of the Bankruptcy Code; (b) the Liquidating Debtors have complied with each of the applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by orders of the Court; and (c) the Liquidating Debtors have complied with each of the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Disclosure Materials and Balloting Procedures Order in transmitting notices and disclosure materials with respect to the Second Liquidation Plan. K. Proposed in Good Faith. The Second Liquidation Plan has been proposed in good faith and not by any means forbidden by law, thereby satisfying the requirements of section 1129(a)(3) of the Bankruptcy Code. In determining that the Second Liquidation Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing and prosecution of the Liquidation Cases and the formulation of the Second Liquidation Plan. The Liquidation Cases were filed, and the Second Liquidation Plan was proposed with, the proper purpose of maximizing the value of the Liquidating Debtors' estates. L. Payments for Services or Costs and Expenses. To the extent required by the Bankruptcy Code, the Bankruptcy Rules or the Orders of this Court, any payments made or to be made by the Liquidating Debtors, or by the Reorganizing Debtors on behalf of the Liquidating Debtors, to professionals for services or for costs and expenses in, or in connection with, the Liquidation Cases, have been disclosed to the Court. Any compensation of fees or reimbursement of expenses paid or to be paid by the Liquidating Debtors, or by the Reorganizing Debtors on behalf of the Liquidating Debtors, to any retained professionals pursuant to monthly invoices or interim applications, together with all other fees and expenses incurred by special counsel or professionals in the Liquidation Cases have been approved by or are the subject of approval of, this Court as reasonable. Accordingly, the Second Liquidation Plan satisfies the requirements of section 1129(a)(4) of the Bankruptcy Code. M. Directors, Officers and Insiders. Section 1129(a)(5) of the Bankruptcy Code is inapplicable because the Liquidating Debtors are not reorganizing and consequently will not require services after the Effective Date of directors or officers. Instead, the Second Liquidation Plan contemplates the appointment of a Liquidating Trustee. The Liquidating Debtors have disclosed that they, together with the Reorganizing Debtors have determined that James N. Lawlor shall be the Liquidating Trustee and that Timothy J. Simpson, Senior Vice President, General Counsel and Secretary, Covanta Energy Corp. shall be the Oversight Nominee. N. No Rate Changes. Section 1129(a)(6) of the Bankruptcy Code is satisfied because the Second Liquidation Plan does not provide for any change in rates over which a governmental regulatory commission has jurisdiction. O. Best Interests of Creditors. The Second Liquidation Plan satisfies section 1129(a)(7) of the Bankruptcy Code. With respect to each Impaired Class of Claims or Equity Interests, each holder of a Claim against or Equity Interest in the Liquidating Debtors: (a) has accepted the Second Liquidation Plan; or (b) will receive or retain under the Second Liquidation Plan, on account of such Claim or Interest, property of a value, as of the Effective Date of the Second Liquidation Plan, that is not less than the amount that such holder would so receive or retain if such Liquidating Debtors were to be liquidated under chapter 7 of the Bankruptcy Code on such date. P. Acceptance by Certain Classes. Class 1 is Unimpaired and is deemed to accept the Second Liquidation Plan under section 1126(f) of the Bankruptcy Code. Class 3 is Impaired and designated as voting a Class under the Second Liquidation Plan (the "Impaired Voting Class"). The Impaired Voting Class has voted to accept the Second Liquidation Plan thus satisfying section 1129(a)(8) of the Bankruptcy Code. Classes 7, 9 and 11 (collectively, the "Rejecting Classes") are Impaired and shall receive no Distributions under the Second Liquidation Plan and therefore are deemed to reject the Second Liquidation Plan under section 1126(g) of the Bankruptcy Code. Although section 1129(a)(8) of the Bankruptcy Code has not been satisfied with respect to the Rejecting Classes, the Second Liquidation Plan nevertheless is confirmable because it satisfies section 1129(b) of the Bankruptcy Code with respect to those Classes. Q. Treatment of Administrative and Priority Claims. The treatment of Allowed Administrative Expense Claims, Allowed Priority Tax Claims and Allowed Priority Non-Tax Claims under Sections 2.2, 2.4 and 4.1, respectively, of the Second Liquidation Plan satisfies the applicable requirements of section 1129(a)(9) of the Bankruptcy Code. R. Acceptance by Impaired Class. Class 3 in the Liquidation Cases is an Impaired Class of Claims that has voted to accept the Second Liquidation Plan and, to the best of the Liquidating Debtors' knowledge, does not contain "insiders," thus satisfying section 1129(a)(10) of the Bankruptcy Code. S. Feasibility. The Liquidating Debtors will have sufficient funds to satisfy their obligations under the Second Liquidation Plan and furthermore, the Second Liquidation Plan satisfies section 1129(a)(11) of the Bankruptcy Code, because the Second Liquidation Plan is a liquidating plan of reorganization. T. Payment of Fees. The fees due and payable by the Liquidating Debtors to the United States Trustee or the Clerk of this Court, as provided under 28 U.S.C. ss. 1930(a)(6), have been paid or shall be paid by the Liquidating Trustee pursuant to Section 13.4 of the Second Liquidation Plan. Thus, the requirements of section 1129(a)(12) of the Bankruptcy Code are satisfied. U. Fair and Equitable; Confirmation of Plan Over Nonacceptance by Rejecting Classes. Based upon the evidence proffered, adduced or presented by the Liquidating Debtors at the Confirmation Hearing, the Second Liquidation Plan does not discriminate unfairly and is fair and equitable with respect to the Rejecting Classes, as required by section 1129(b) of the Bankruptcy Code. Thus, the Second Liquidation Plan may be confirmed under section 1129(b) of the Bankruptcy Code even if the Liquidating Debtors fail to satisfy section 1129(a)(8) of the Bankruptcy Code with respect to the Rejecting Classes because (i) all of the requirements of section 1129(a) of the Bankruptcy Code, other than section 1129(a)(8) with respect to such Classes, have been met, and (ii) with respect to the Rejecting Classes, no holders of Claims or Equity Interests junior to the holders of such Classes will receive or retain any property under the Second Liquidation Plan on account of such Claims or Equity Interests. V. Principal Purpose. No party in interest that is a governmental unit has requested that the Court not confirm the Second Liquidation Plan on the grounds that the principal purpose of the Second Liquidation Plan is the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act of 1933, 15 U.S.C. ss. 77e, and the principal purpose of the Second Liquidation Plan is not such avoidance. Accordingly, the Second Liquidation Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code. W. Modifications to the Plan. To the extent that the terms of this Confirmation Order may be construed to constitute modifications to the Second Liquidation Plan (the "Liquidation Plan Modifications"), such Liquidation Plan Modifications do not materially or adversely affect or change the treatment of any Claim against or Equity Interest in any Liquidating Debtor. Accordingly, pursuant to Bankruptcy Rule 3019, the Liquidation Plan Modifications do not require additional disclosure under section 1125 of the Bankruptcy Code or the solicitation of acceptances or rejections under section 1126 of the Bankruptcy Code. Disclosure of the Liquidation Plan Modifications on the record at the Confirmation Hearing constitutes due and sufficient notice thereof under the circumstances of these Liquidation Cases. All references to the Second Liquidation Plan in this Confirmation Order shall be to the Second Liquidation Plan as so modified. AA. Good Faith Participation. Based upon the record before the Court, the Liquidating Debtors, the Debtors, the Reorganization Plan Sponsor, the Agent Banks, the Bondholders Committee, the Indenture Trustee, the Committee, and their respective members, officers, directors, partners, employees, agents, counsel and financial advisors have acted in good faith within the meaning of section 1125(e) of the Bankruptcy Code in compliance with the provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all their respective activities relating to the Second Liquidation Plan, and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpatory provisions set forth in Article XII of the Second Liquidation Plan. BB. Retention of Jurisdiction. The Court may properly retain jurisdiction over the matters set forth in Section 13.1 of the Second Liquidation Plan. CC. Satisfaction of Conditions to Confirmation. Upon entry of this Confirmation Order, each of the conditions to confirmation contained in Section 11.1 of the Second Liquidation Plan shall have been satisfied. DD. Satisfaction of Conditions to Consummation. Each of the conditions to the Effective Date, as set forth in Sections 11.2 of the Second Liquidation Plan, is reasonably likely to be satisfied. The conditions to the Effective Date shall be subject to waiver by the Liquidating Debtors, with the prior written consent of the Reorganization Plan Sponsor, without leave of or notice to the Court and without any formal action other than proceeding with confirmation of the Second Liquidation Plan. EE. Assumption, Assignment and Rejection of Contracts. (i) The time period in which the Liquidating Debtors or their affiliated Debtors can assume any unexpired lease of nonresidential real property to be assumed and/or assigned pursuant to section 365 of the Bankruptcy Code has not expired. (ii) The Liquidating Debtors have exercised reasonable business judgment in determining whether to assume or reject each of their executory contracts and unexpired leases as set forth in Article VIII of the Second Liquidation Plan. Each pre- or post-Confirmation assumption or rejection of an executory contract or unexpired lease pursuant to Section 8.1 of the Second Liquidation Plan shall be legal, valid and binding upon the applicable Liquidating Debtor and all non-Debtor parties to such executory contract or unexpired lease, all to the same extent as if such assumption or rejection had been effectuated pursuant to an appropriate authorizing order of the Court entered prior to the Confirmation Date pursuant to Section 365 of the Bankruptcy Code. All executory contracts and unexpired leases assumed pursuant to the Second Liquidation Plan shall be referred to herein as the "Contracts." (iii) The Liquidating Debtors have caused the cure, or have provided adequate assurance of cure of, any default existing prior to the date hereof, within the meaning of section 365(b)(1)(A) of the Bankruptcy Code (the "Adequate Assurances"), under each of the Contracts and have provided compensation, or have provided Adequate Assurance of compensation or future performance, to all non-debtor parties to such Contracts for any of their actual pecuniary losses resulting from any default arising prior to the date hereof under any of such Contracts, within the meaning of section 365(b)(1)(B) of the Bankruptcy Code. (iv) As of the date hereof, each Contract is in full force and effect and free from default (other than for specified Cure Amounts that have not been paid as of the date hereof) and enforceable against the non-debtor party thereto in accordance with its terms. Any provision of a Contract that purports to give rise to a default or other breach of, or create or constitute an event of termination or similar condition under, such Contract by reason of the commencement of any of the Debtors' chapter 11 cases, the insolvency or financial condition of any of the Debtors, or the consummation of the Second Liquidation Plan and the transactions contemplated in connection therewith shall be and is hereby void and unenforceable. (v) All requirements of section 365(b) and (c) of the Bankruptcy Code and any other applicable law relating to the Contracts have been satisfied. The counterparties to the Contracts who did not object to the Second Liquidation Plan or who have withdrawn their objections and who did not timely respond to the Notice of Cure are deemed to have consented to the assumption of the Contracts. FF. Deemed Consolidation for Certain Plan Purposes. Sixty (60) Debtor entities are the subject of the Second Liquidation Plan. Pursuant to the Second Liquidation Plan, the Liquidating Debtors have been deemed consolidated for limited purposes of administration (i) in order to preserve the current corporate structure of the Liquidating Debtors without requiring Distributions to be made with respect to Equity Interests held in Subsidiary Debtors, and (ii) in order to provide for classification of Claims against more than one Liquidating Debtor as part of a single Class or Subclass of Claims for voting and distribution purposes. GG. Intercompany Claims. Any Intercompany Claim against a Liquidating Debtor held by another Liquidating Debtor, Reorganizing Debtor or Heber Debtor constitutes the exclusive property of any such Liquidating Debtor, Reorganizing Debtor, or Heber Debtor, as the case may be, pursuant to section 541 of the Bankruptcy Code. DECREES NOW THEREFORE IT IS HEREBY ORDERED, ADJUDGED, DECREED AND DETERMINED THAT: 1. Confirmation. The Second Liquidation Plan (as modified by any modifications contained in this Confirmation Order) is confirmed under section 1129 of the Bankruptcy Code. 2. Compliance with Applicable Provisions of Bankruptcy Code. The Second Liquidation Plan complies with the requirements of sections 1122, 1123 and 1129 of the Bankruptcy Code. 3. Objections. To the extent that any objections have not been withdrawn or resolved by stipulation prior to the entry of this Confirmation Order or are not resolved by the relief granted herein or as stated on the record of the Confirmation Hearing, all such objections are hereby overruled. 4. Plan Classification Controlling. The classification of Claims and Equity Interests for purposes of the Distributions to be made under the Second Liquidation Plan shall be governed solely by the terms of the Second Liquidation Plan. The classifications set forth on the Ballots tendered to or returned by the Debtors' creditors in connection with voting on the Second Liquidation Plan (a) were set forth on the Ballots solely for purposes of voting to accept or reject the Plan, (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims or Interests under the Second Liquidation Plan for distribution purposes, (c) may not be relied upon by any creditor or interest holder as representing the actual classification of such Claims or Interests under the Second Liquidation Plan for distribution purposes, and (d) shall not be binding upon the Liquidating Trustee or the Liquidating Trust. 5. Certain Effects of Confirmation; Exculpation; Releases. All of the provisions of Article XII of the Second Liquidation Plan are incorporated herein by reference as if set forth herein in extenso and are hereby approved in their entirety. 6. Settlements. All settlements in these cases are hereby approved as good faith compromises and settlements pursuant to Bankruptcy Rule 9019. 7. Assumptions. The executory contract and unexpired lease provisions of Article VIII of the Second Liquidation Plan are approved in their entirety. Except as otherwise provided in the Second Liquidation Plan, on the Effective Date, all executory contracts and unexpired leases to which each Liquidating Debtor is a party shall be deemed rejected as of the Effective Date, except for any executory contract or unexpired lease that (i) has been previously assumed or rejected pursuant to a Final Order of this Court, (ii) is specifically designated as a contract or lease on the Schedule of Assumed Contracts and Leases, filed as Exhibit 5 to the Second Liquidation Plan, as may be amended, or (iii) is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Liquidating Debtors prior to the Confirmation Hearing (the "Assumed Contracts and Leases"). On the Effective Date, all executory contracts and unexpired leases listed on the Schedule of Assumed Contracts and Leases to which each Liquidating Debtor is party shall be deemed assumed by the applicable Liquidating Debtor and assigned to Reorganized Covanta. Each of the Assumed Contracts and Leases shall be assumed only to the extent that any such contract or lease constitutes an executory contract or unexpired lease. Listing a contract on Exhibit 5 of the Second Liquidation Plan shall not constitute an admission by a Debtor or Liquidating Debtor that such contract or lease is an executory contract or unexpired lease or that a Debtor or Liquidating Debtor has any liability thereunder. This Confirmation Order shall constitute an order approving the assumptions described in Section 8.1 of the Second Liquidation Plan, pursuant to section 365 of the Bankruptcy Code, as of the Effective Date and an assignment of the Assumed Contracts and Leases to Reorganized Covanta. 8. Cure Amounts. To the extent that they have not already done so prior to the Confirmation Hearing, within thirty (30) days after the Confirmation Date, the Liquidating Debtors shall provide notice to each party whose executory contract or unexpired lease is being assumed pursuant to the Second Liquidation Plan of: (a) the contract being assumed; (b) the proposed cure amount ("Cure Amount"), if any, that the applicable Liquidating Debtor believes it would be obligated to pay in connection with such assumption; and (c) the procedures for such party to object to the assumption of the applicable contract or lease or the amount of the proposed Cure Amount (the "Cure Amount Notice"). In the event a party fails to file and serve a timely objection to the Cure Amount Notice, the Cure Amount stated in the Cure Amount Notice shall be conclusive and the Liquidating Debtors may assume the executory contract or unexpired lease without further order of the Court and assign such contract or lease to Reorganized Covanta. If a timely objection is filed, the Court shall determine the Cure Amount and the propriety of the assumption in accordance with the Second Liquidation Plan at the next scheduled hearing, which hearing shall occur no earlier than five (5) business days after the filing of the objection. To the extent not already provided prior to the Confirmation Hearing, the Cure Amount Notice shall be served on each non-Debtor party to an executory contract or unexpired lease. In the event the Court determines that the Cure Amount is higher than the amount proposed by the Liquidating Debtors, the Liquidating Debtors may reject the executory contract or unexpired lease notwithstanding the occurrence of the Effective Date. 9. Cure Amount Notices Distributed Prior to the Confirmation Hearing. With respect to the parties who received a Cure Amount Notice prior to the Confirmation Hearing but did not object or otherwise prior to the Confirmation Hearing, the Cure Amount shall be fixed as set forth in the Cure Amount Notice. The payment of the Cure Amount, if any, with respect thereto shall be made in accordance with the terms of the Second Liquidation Plan and this Confirmation Order and any such party shall be deemed to consent to such assumption and, upon the Effective Date, the Liquidating Debtors shall be entitled to assign all the rights and benefits under each such executory contract or unexpired lease without the necessity of obtaining such counterparty's written consent to assumption or retention of such rights and benefits. The Cure Amount with respect to parties who did object or otherwise respond to the Cure Amount Notice prior to the Confirmation Hearing shall be established by the Court in accordance with the procedures for resolving such disputes set forth in the Second Liquidation Plan and this Confirmation Order. In the event the Court determines that the Cure Amount is higher than that amount proposed by the Debtors, the Liquidating Debtors or Reorganized Debtors may reject the executory contract or unexpired lease notwithstanding the passage of the Effective Date. 10. Rejection. Except as otherwise provided in the Second Liquidation Plan, any executory contracts or unexpired leases not otherwise assumed by the Liquidating Debtors pursuant to Section 8.1 of the Second Liquidation Plan are hereby deemed rejected (the "Rejected Contracts and Leases"). Each of the Rejected Contracts and Leases shall be rejected only to the extent that any such contract or lease constitutes an executory contract or unexpired lease. Listing a contract on Exhibit 5 of the Second Liquidation Plan shall not constitute an admission by a Debtor or Liquidating Debtor that such contract or lease is an executory contract or unexpired lease or that a Debtor or Liquidating Debtor has any liability thereunder. This Confirmation Order shall constitute an order approving such rejections, pursuant to section 365 of the Bankruptcy Code, as of the Effective Date. 11. Bar Date for Rejection Damage Claims. Claims arising out of the rejection of an executory contract or unexpired lease pursuant to Sections 8.1 of the Second Liquidation Plan must be filed with the Court no later than the later of (i) twenty (20) days after the Effective Date, and (ii) thirty (30) days after entry of the order rejecting such contract or lease. Any Claims not filed within such time period will be forever barred from assertion against any of the Debtors or the Liquidating Debtors. 12. Treatment of Intercompany Claims. The treatment of Intercompany Claims provided in Section 4.10 of the Second Liquidation Plan is approved in its entirety, including, without limitation, the following provisions: (i) Each of the Reorganizing Debtors' Intercompany Claims against (A) the Liquidating Debtors and any of their respective present or former officers, directors, employees, attorneys, accountants, financial advisors, investment bankers or agents and (B) the other persons or entities identified as beneficiaries of the release provided pursuant to Section 12.6 of the Second Liquidation Plan (collectively, the "Released Parties") will be fully settled and released as of the Effective Date. (ii) Each of the Heber Debtors' Intercompany Claims against (A) the Liquidating Debtors and any of their respective present or former officers, directors, employees, attorneys, accountants, financial advisors, investment bankers or agents and (B) the other Released Parties will be fully settled and released as of the Effective Date. (iii) Each of the Liquidating Debtors' Intercompany Claims against (A) the other Liquidating Debtors and any of their respective present or former officers, directors, employees, attorneys, accountants, financial advisors, investment bankers or agents and (B) the other Released Parties, to the extent and only for the periods provided for pursuant to section 12.6 of the Second Liquidation Plan, will be fully settled and released. 13. Retained Professional Claims and Final Fee Applications. All final requests for payment by all (i) Retained Professionals and (ii) other Persons employed by the Debtors or serving as independent contractors to the Debtors in connection with their reorganization efforts that are seeking an award by the Court of compensation for services rendered or reimbursement of expenses incurred through and including the Effective Date under subsections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy Code shall file and serve on counsel for the Debtors and as otherwise required by the Court and Bankruptcy Code their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred on or before the date that is forty-five (45) days after the Effective Date. The Liquidating Debtors shall have no liability for any claim described in this paragraph 13. 14. Substantial Contribution Compensation and Expenses Bar Date. Any Person who requests compensation or expense reimbursement for a Substantial Contribution Claim in the Chapter 11 Cases must file an application with the clerk of the Court, on or before thirty (30) days after the Effective Date, and serve such application on counsel for the Reorganized Debtors and as otherwise required by the Court and the Bankruptcy Code on or before such date, or be forever barred from seeking compensation or expense reimbursement for such Substantial Contribution Claim. The Liquidating Debtors will have no liability for any claim described in this paragraph 14. 15. Other Administrative Claims. Any other requests for payment of an Administrative Expense Claim (other than as set forth in paragraphs 13 or 14 above) that are subject to the Administrative Expense Claim Bar Date under the Second Liquidation Plan must be filed with the Court and served on counsel for the Liquidating Trustee and the Reorganized Debtors and as otherwise required by the Court and Bankruptcy Code on or before thirty (30) days after the Effective Date. Unless the Liquidating Trustee, the Reorganized Debtors or any other party in interest in the Chapter 11 Cases objects to an Administrative Expense Claim by the Claims Objection Deadline, such Administrative Expense Claim shall be deemed Allowed in the amount filed. In the event that the Liquidating Trustee, the Reorganized Debtors or any other party in interest in the Chapter 11 Cases objects to an Administrative Expense Claim, the Court shall determine the Allowed amount of such Administrative Expense Claim. Notwithstanding the foregoing, no request for payment of an Administrative Expense Claim need be filed with respect to an Administrative Expense Claim incurred and payable by the Liquidating Debtors in the ordinary course of business. 16. Resolution of Unsecured Claims. Except as otherwise ordered by the Court, any Claim that is not an Allowed Claim shall be determined, resolved or adjudicated in accordance with the terms of the Second Liquidation Plan. The Liquidating Trustee shall have the exclusive right to make and file objections to Claims (other than Administrative Claims) and shall serve a copy of each objection upon the holder of the Claim to which the objection is made as soon as practicable, but in no event later than one hundred and twenty (120) days after the Effective Date; provided, however, that such one hundred and twenty (120) day period may be automatically extended by the Liquidating Trustee by providing notice to the Court, but without any further application to, or approval by, the Court, for up to an additional thirty (30) days. The foregoing deadlines for filing objections to Claims shall not apply to Claims for tort damages and, accordingly no such deadline shall be imposed by the Second Liquidation Plan or this Confirmation Order. 17. The Liquidating Trustee is hereby appointed and subject to Section 13.5 of the Second Liquidation Plan, the duties of the Committee are terminated. The Liquidating Trustee is bound to perform his duties in accordance with the terms of the Second Liquidation Plan. The form of Liquidating Trust Agreement, as previously filed with the Court in the Liquidation Plan Supplement (Docket No. 3457) and as may be amended, is approved in all respects and the liquidating Debtors are hereby permitted to enter into and perform the transactions contemplated in the Liquidating Trust Agreement. 18. Transfer of Liquidation Assets. On the Effective Date, each Liquidating Debtor shall irrevocably transfer and assign its Residual Liquidation Assets, if any, or cause such Residual Liquidation Assets to be transferred and assigned to the Liquidating Trust, to hold in trust for the benefit of all holders of Allowed Claims with respect to each such Liquidating Debtor pursuant to the terms of the Second Liquidation Plan and of the Liquidating Trust Agreement, provided, however, that prior to the transfers contemplated hereby, the Liquidating Trustee and Liquidating Debtors, as applicable, shall make the transfers contemplated by the Secured Creditor Distribution and the DIP Lender Direction to Reorganized Covanta and to the Operating Reserve and to the Administrative Expense Claims Reserve. In accordance with section 1141 of the Bankruptcy Code and except as otherwise provided by this Second Liquidation Plan or the Liquidating Trust Agreement, upon the Effective Date, title to the Residual Liquidation Assets shall pass to the Liquidating Trust free and clear of all Claims and Equity Interests. The Liquidating Trustee shall pay, or otherwise make Distributions on account of, all Claims against the Liquidating Debtors whose Residual Liquidation Assets were contributed to such Liquidating Trust strictly in accordance with the Second Liquidation Plan. For U.S. federal income tax purposes, the transfers of the Liquidating Debtors' Residual Liquidation Assets to the Liquidating Trust shall be deemed transfers to and for the benefit their respective beneficiaries followed by deemed transfer by the beneficiaries to the Liquidating Trust. The beneficiaries shall be treated as the grantors and deemed owners of the Liquidating Trust. 19. Dissolution. On the Effective Date, all the capital stock of the Liquidating Debtors will be deemed cancelled and of no further force and effect and all Equity Interests in the Liquidating Debtors will be deemed extinguished without further corporate action. Furthermore, on the Effective Date, the Liquidating Debtors will be deemed to no longer exist as corporate entities and they will be furthermore deemed dissolved. 20. Authority of the Liquidating Trustee. The Liquidating Trustee shall have, with respect to the Liquidating Debtors, the following powers, authorities, and duties, by way of illustration and not of limitation: (a) manage, sell and convert all or any portion of the Residual Liquidation Assets to Cash and distribute the Net Liquidation Proceeds as specified in the Second Liquidation Plan; (b) release, convey or assign any right, title or interest in or about the Residual Liquidation Assets or any portion thereof; (c) pay and discharge any costs, expenses and fees of Retained Liquidation Professionals and other obligations deemed necessary to preserve or enhance the value of the Residual Liquidation Assets, discharge duties under the Second Liquidation Plan or perform the purposes of the Second Liquidation Plan; (d) open and maintain bank accounts and deposit funds and draw checks and make disbursements in accordance with the Second Liquidation Plan; (e) engage and have such attorneys, accountants, agents, tax specialists, financial advisors, other professionals, and clerical assistance as may, in the discretion of the Liquidating Trustee, be deemed necessary for the purposes specified under the Second Liquidation Plan; (f) sue and be sued and file or pursue objections to Claims and seek to estimate them; (g) enforce, waive or release rights, privileges or immunities of any kind; (h) in general, without in any manner limiting any of the foregoing, deal with the Residual Liquidation Assets or any part or parts thereof in all other ways as would be lawful for any person owning the same to deal therewith, whether similar to or different from the ways herein specified; (i) abandon any Residual Liquidation Assets in accordance with Section 9.10 of the Second Liquidation Plan; (j) file certificates of dissolution and take any other action necessary to dissolve and wind up the affairs of the Liquidating Debtors in accordance with applicable state law; (k) as soon as is practicable after the Final Liquidation Distribution Date of each Liquidating Debtor, request the Court to enter the Final Order closing the Chapter 11 Case of each such Liquidating Debtor; and (l) without limitation, do any and all things necessary to accomplish the purposes of the Second Liquidation Plan. 21. Compensation of the Liquidating Trustee for Dissolution Expenses. The Liquidating Trustee shall be paid for all reasonable and necessary Dissolution Expenses (including the reasonable and necessary fees and expenses of Retained Liquidation Professionals) out of the Operating Reserve. The payment of the all reasonable and necessary Dissolution Expenses of (i) the Liquidating Trustee shall be made in the manner specified in Section 9.2 of the Second Liquidation Plan and (ii) any Retained Liquidation Professionals shall be made in the manner specified in Section 9.5 of the Second Liquidation Plan. Any fees or expenses incurred by the Liquidating Trustee incurred in the sale, transfer, collection or monetization of any Residual Liquidation Assets shall be paid only from the recoveries thereon. 22. Distributions of Net Liquidation Proceeds. (i) On the Liquidation Distribution Date following the realization of any Liquidation Proceeds from the sale, transfer, collection or monetization of any Residual Liquidation Assets in accordance with Section 9.3 of the Second Liquidation Plan, the Liquidating Trustee shall distribute any Net Liquidation Proceeds to the holders of Allowed Claims in accordance with the Second Liquidation Plan. The Liquidating Trustee shall provide notice to the Oversight Nominee in the Liquidation Trustee Billing Notice of (i) the realization of any Liquidation Proceeds; and (ii) any planned Distribution of any Net Liquidation Proceeds to be made on the next Liquidation Distribution Date; (ii) Nothing contained in the Second Liquidation Plan, this Confirmation Order, or otherwise, will be deemed to change, modify or affect the terms and provisions of the protections granted to GECC (as defined therein) in paragraphs B, C, 5(c), 5(e) and 14 of that certain Agreed Final Order (I) Authorizing Use of Cash Collateral of GECC Pursuant to 11 U.S.C. Section 363, and (II) Granting Adequate Protection Pursuant to 11 U.S.C. Sections 363 and 364, dated as of May 13, 2002 (as it may have been amended) (Docket No. 287), the provisions of which are incorporated herein. 23. Abandonment. The Liquidating Trustee may abandon, on thirty (30) days' written notice to the Oversight Nominee and United States Trustee, any property which he determines in his reasonable discretion to be of de minimis value to the Liquidating Trust, including any pending adversary proceeding or other legal action commenced or commenceable by the Liquidating Trust. If either the Oversight Nominee or United States Trustee provides a written objection to the Liquidating Trustee prior to expiration of such thirty-day period with respect to the proposed abandonment of such property, then such property may be abandoned only pursuant to an application made to the Court. In the absence of any such objection, such property may be abandoned without further order of the Court. 24. Recourse Against the Liquidating Trustee. No recourse shall ever be had, directly or indirectly, against the Liquidating Trustee personally or against any agent, employee or Retained Liquidation Professional of the Liquidating Trustee, by legal or equitable proceedings or by virtue any statute or otherwise, nor upon any promise, contract, instrument, undertaking, obligation, covenant or agreement whatsoever executed by the Liquidating Trustee under the Second Liquidation Plan, or by reason of the creation of any indebtedness by the Liquidating Trustee under the Second Liquidation Plan for any purpose authorized by the Second Liquidation Plan, it being expressly understood and agreed that all such liabilities, covenants, and agreements of the Liquidating Trustee, whether in writing or otherwise, shall be enforceable only against and be satisfied only out of the Residual Liquidation Assets or such part thereof as shall, under the terms of any such agreement, be liable therefor or shall be evidence only of a right of payment out of the Residual Liquidation Assets provided, however, that nothing contained in this paragraph 24 shall affect the liability of any of the parties listed above for gross negligence or willful misconduct. 25. Liability of the Liquidating Trustee. The Liquidating Trustee shall not be liable for any act he may do or omit to do while acting in good faith and in the exercise of his best judgment, and the fact that such act or omission was advised by an authorized attorney (or other Retained Liquidation Professional) for the Liquidating Trustee shall be conclusive evidence of such good faith and best judgment; nor shall the Liquidating Trustee be liable in any event, except for his gross negligence or willful misconduct. 26. The Oversight Nominee. The Oversight Nominee is hereby appointed and is bound to perform his duties in accordance with the terms of the Second Liquidation Plan. 27. Limited Liability. The Oversight Nominee shall not be liable for anything other than his own acts as shall constitute willful misconduct or gross negligence of its duties. None of the Oversight Nominee's designees, agents or representatives or their respective employees, shall incur or be under any liability or obligation by reason of any act done or omitted to be done, by the Oversight Nominee or its designee, agent or representative or their employees in connection with the Second Liquidation Plan. The Oversight Nominee may, in connection with the performance of his functions, and in his sole and absolute discretion, consult with counsel, accountants and its agents, and shall not be liable for anything done or omitted or suffered to be done in accordance with such advice or opinions. If the Oversight Nominee determines not to consult with counsel, accountants or its agents, such determination shall not be deemed to impose any liability on the Oversight Nominee. 28. Engagement of Liquidation Retained Professionals. Upon the Effective Date, the Liquidation Retained Professionals shall not be required to comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for such services rendered, and the Liquidating Trustee and the Liquidation Retained Professionals will be employed and paid in accordance with the terms of the Second Liquidation Plan. 29. Operating Reserve. The Liquidating Trustee will establish the Operating Reserve in accordance with Section 9.14(b) of the Second Liquidation Plan. Any funds deposited in the Operating Reserve shall be used to pay all Oversight Nominee Expenses and Dissolution Expenses. The Operating Reserve shall be funded in accordance with Section 9.14(b) of the Second Liquidation Plan. The Operating Reserve shall not be subject to any claims, liens, interests or encumbrances of any kind arising heretofore or hereafter, except as otherwise expressly allowed herein or in the Second Liquidation Plan. 30. Administrative Expense Claims Reserve. The Liquidating Trustee will establish the Administrative Expense Claims Reserve in accordance with Section 9.14(c) of the Second Liquidation Plan. Any funds deposited in the Administrative Expense Claims Reserve shall be used to pay all Allowed Administrative Expense Claims, Priority Tax Claims and Priority Non-Tax Claims of the Liquidating Debtors. The Administrative Expense Claims Reserve shall be funded in accordance with Section 9.14(c) of the Second Liquidation Plan. The Administrative Expense Claims Reserve shall not be subject to any claims, liens, interests or encumbrances of any kind arising heretofore or hereafter, except as otherwise expressly allowed herein or in the Second Liquidation Plan. 31. Return of Excess Reserves. Upon the occurrence of (a) the orders closing each of the Chapter 11 Cases of the Liquidating Debtors becoming final orders, (b) the Final Liquidation Determination Date as to all of the Liquidating Debtors, and (c) the final payment of any remaining Dissolution Expenses and Oversight Nominee Expenses, to the extent that there is any Cash in the Operating Reserve or the Administrative Expense Claims Reserve, such Cash shall be contributed to Reorganized Covanta. 32. Transfer of the Liquidating Pledgor Debtor Assets. On the Effective Date, the Liquidating Pledgor Debtor Assets shall be deemed transferred to Reorganized Covanta pursuant to the Secured Creditor Direction. On the Effective Date, such transfer shall be deemed complete. Such assets transferred pursuant to the preceding sentence shall be free and clear of all liens, claims, interests and encumbrances upon the occurrence of the Effective Date. 33. Transfer of the Designated DIP Collateral. On the Effective Date, the Designated DIP Collateral shall be deemed transferred to Reorganized Covanta pursuant to the DIP Lender Direction. On the Effective Date, such transfer shall be deemed complete. Such assets transferred pursuant to the preceding sentence shall be free and clear of all liens, claims, interests and encumbrances upon the occurrence of the Effective Date. 34. Binding Effect. Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code, on and after the Confirmation Date, and subject to the Effective Date, the provisions of the Second Liquidation Plan shall bind all present and former holders of a Claim against, or Equity Interest in, the applicable Liquidating Debtor and its respective successors, affiliates and assigns, whether or not the Claim or Equity Interest of such holder is Impaired under the Second Liquidation Plan and whether or not such holder has filed a Proof of Claim or Equity Interest or accepted the Second Liquidation Plan. The holders of Liens satisfied, discharged and released under the Second Liquidation Plan shall execute any and all documentation reasonably requested by the Debtors or the Liquidating Debtors evidencing the satisfaction, discharge and release of such Liens and such Liens shall be deemed satisfied, discharged and released by operation of this Confirmation Order. 35. This Confirmation Order shall be binding upon and shall govern the acts of all entities, including without limitation all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or with respect to the property of the Liquidating Debtors. 36. No Post-Confirmation Amendment or Filing of Claims. A Claim may not be filed or amended after the Confirmation Date without the prior authorization of the Court and, even with such Court authorization may be amended by the holder of such Claim solely to decrease, but not to increase, the amount or priority of the Claim. Except as otherwise permitted herein or in the Second Liquidation Plan, a Claim filed or amended after the Confirmation Date shall be deemed disallowed in full and expunged without any action by the Debtors, or the Liquidating Debtors. 37. Release Granted by the Liquidating Debtors. As of the Effective Date, the Liquidating Debtors, on behalf of themselves and their Estates, shall be deemed to release unconditionally all claims, obligations, suits, judgments, damages, rights, causes of action, and liabilities whatsoever, against the Released Parties, in each case whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken with respect to any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Liquidating Debtors, the Reorganizing Debtors, the Heber Debtors, the Reorganization Plan Sponsor and the Investor Group, the Chapter 11 Cases, the Second Reorganization Plan, the Heber Reorganization Plan, the Investment Purchase Agreement or this Second Liquidation Plan; provided that, the release granted pursuant to this Confirmation Order shall in no way effect or release the Claims arising prior to the respective Petition Dates, if any, of holders of the Debtors' public securities against parties other than the Liquidating Debtors; and further provided that nothing in this Confirmation Order shall effect a release in favor of any Person other than the Liquidating Debtors with respect to any debt owed to the United States Government or any regulatory agency thereof, any state, city or municipality for any liability of such Person arising under (i) the Internal Revenue Code, or any state, city or municipal tax code, (ii) the environmental laws of the United States, any state, city or municipality, (iii) any criminal laws of the United States, any state, city or municipality, or (iv) any liability arising under federal securities laws; and further provided that, with respect to the Reorganization Plan Sponsor and the Investor Group, nothing herein shall release the Reorganization Plan Sponsor or the Investor Group with respect to obligations pursuant to their contractual obligations under the Investment and Purchase Agreement and the documents executed in connection therewith or as specifically provided pursuant to the Second Liquidation Plan or this Confirmation Order; and further provided that, with respect to any party to the Exit Financing Agreements (as defined by the Second Reorganization Plan), nothing herein shall release any such parties with respect to obligations pursuant to their contractual obligations, if any, under the Exit Financing Agreements (as defined by the Second Reorganization Plan) or as otherwise provided pursuant to the Second Liquidation Plan. 38. Exculpation. (a) Notwithstanding anything herein or the Second Liquidation Plan to the contrary, as of the Effective Date, none of (i) the Liquidating Debtors or their respective officers, directors and employees, (ii) the Specified Personnel, (iii) the Committee and any subcommittee thereof, (iv) the Agent Banks, the DIP Agents, the steering committee for the holders of the Secured Bank Claims, the Bondholders Committee and the Indenture Trustee, (v) the accountants, financial advisors, investment bankers, and attorneys for the Liquidating Debtors, (vi) the Liquidating Trustee, (vii) the Reorganization Plan Sponsor, (viii) the Investor Group and (ix) the directors, officers, employees, partners, members, agents, representatives, accountants, financial advisors, investment bankers, attorneys, employees or affiliates for any of the persons or entities described in (i), (iii), (iv), (v), (vi), (vii) or (viii) of this paragraph 38(a) shall have or incur any liability to any holder of a Claim or an Equity Interest, or any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of the commencement or conduct of the Chapter 11 Cases; the reorganization of the Reorganizing Debtors and Heber Debtors; the liquidation of the Liquidating Debtors; formulating, negotiating, consummating or implementing the Investment and Purchase Agreement (except, with respect to the Reorganization Plan Sponsor and the Investor Group, as explicitly provided pursuant to the Investment and Purchase Agreement); formulating, negotiating, consummating or implementing the Second Liquidation Plan; the formulating, negotiating, consummating or implementing the Geothermal Sale under the Heber Reorganization Plan; the solicitation of acceptances of the Second Liquidation Plan; the pursuit of confirmation of the Second Liquidation Plan; the confirmation, consummation or administration of the Second Liquidation Plan or the property to be distributed under the Second Liquidation Plan, except for their gross negligence or willful misconduct, and in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Second Liquidation Plan. Nothing in this paragraph 38(a) shall limit the liability or obligation of an issuer of a letter of credit to the beneficiary of such letter of credit or the obligations of the Reorganization Plan Sponsor under the Investment and Purchase Agreement. (b) Notwithstanding any other provision of the Second Liquidation Plan or this Confirmation Order, no holder of a Claim or Equity Interest, no other party in interest, none of the respective agents, employees, representatives, financial advisors, attorneys, or affiliates of any of the foregoing, and no successors or assigns of the foregoing, shall have any right of action against any Debtor, Reorganizing Debtor, Reorganized Debtor, Liquidating Debtor, Heber Debtor, Specified Personnel, the Committee and any subcommittee thereof, the Agent Banks, the DIP Agents and the steering committee of the holders of the Secured Bank Claims, the Reorganization Plan Sponsor, the Investor Group, nor any statutory committee, nor any of the respective present or former members, officers, directors, employees, advisors or attorneys of any of the foregoing, for any omission in connection with, related to, or arising out of, the Chapter 11 Cases, formulating, consummating, negotiating or implementing the Second Liquidation Plan, formulating, negotiating, consummating or implementing the Investment and Purchase Agreement (except, with respect to the Reorganization Plan Sponsor and the Investor Group, as explicitly provided pursuant to the Investment and Purchase Agreement), solicitation of acceptances of the Second Liquidation Plan, the pursuit of confirmation of the Second Liquidation Plan, the confirmation, consummation or administration of the Second Liquidation Plan or the property to be distributed thereunder, except for gross negligence or willful misconduct. (c) Nothing in this Confirmation Order or any other provision of the Second Liquidation Plan shall (i) be construed to exculpate any entity from liability with respect to an act or omission to the extent that such act or omission is determined by a Final Order to have constituted fraud, gross negligence, willful misconduct, criminal conduct or misuse of confidential information that causes damages, or (ii) to the extent applicable, limit the liability of the professionals representing the Liquidating Debtors, the Reorganized Debtors, the Committee, the Bondholders Committee, the Indenture Trustee or the Agent Banks to their respective clients pursuant to DR 6-102 of the New York Code of Professional Responsibility. 39. Automatic Stay. The stay in effect in the Chapter 11 Cases pursuant to section 362(a) of the Bankruptcy Code shall continue to be in effect until the Effective Date, and at that time shall be dissolved and of no further force or effect, subject to the injunction set forth in the preceding paragraph of this Order and/or sections 525 and 1141 of the Bankruptcy Code. 40. Payment of Fees. As set forth in Section 13.4 of the Second Liquidation Plan, all fees payable pursuant to section 1930 of Title 28 of the United States Code shall be paid by the Liquidating Trustee. 41. Retention of Jurisdiction. Notwithstanding confirmation of the Second Liquidation Plan or occurrence of the Effective Date, this Court shall retain such jurisdiction as is legally permissible. 42. Modification of Second Liquidation Plan. Subject to Section 13.9 of the Second Liquidation Plan, after the entry of this Confirmation Order, the Liquidating Debtors may, upon due notice and order of the Court (to the extent required), amend or modify the Second Liquidation Plan in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Second Liquidation Plan or the Investment and Purchase Agreement, as applicable, without prejudice to the Reorganization Plan Sponsor's rights under the Investment and Purchase Agreement, in such manner as may be necessary to carry out the purpose and intent of the Second Reorganization Plan. A holder of an Allowed Claim or Allowed Equity Interest that has accepted or is deemed to have accepted the Second Liquidation Plan shall be deemed to have accepted the Second Liquidation Plan as modified if the proposed modification does not materially and adversely change the treatment of the Claim or Equity Interest of such holder. 43. Severability. The Confirmation Order will constitute a judicial interpretation that each term and provision of the Second Liquidation Plan, as it may have been altered or interpreted in accordance with the forgoing, is valid and enforceable pursuant to its terms. 44. Exemptions from Taxation. Pursuant to section 1146(c) of the Bankruptcy Code, the Liquidating Debtors, the Liquidating Trust and the Liquidating Trustee shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, documentary transfer tax, mortgage recording tax or other similar tax or governmental assessment, and the appropriate state and local governmental officials or agents, and shall be, and hereby are, ordered and directed to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. 45. Separate Confirmation Orders. This Confirmation Order is and shall be deemed a separate Confirmation Order with respect to each of the Liquidating Debtors in each such Liquidating Debtors' separate Liquidation Case for all purposes. The Clerk of the Court is directed to file and docket this Confirmation Order in the Liquidation Case of each of the Liquidating Debtors. 46. References to Second Liquidation Plan Provisions. The failure specifically to include or reference any particular provision of the Second Liquidation Plan in this Confirmation Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Second Liquidation Plan be confirmed in its entirety. 47. Confirmation Order Controlling. If there is any direct conflict between the Second Liquidation Plan and this Confirmation Order, the terms of this Confirmation Order shall control. 48. Reversal. If any or all of the provisions of this Confirmation Order are hereafter reversed, modified or vacated by subsequent order of this Court or any other court, such reversal, modification or vacatur shall not affect the validity or enforceability of the acts or obligations incurred or undertaken under or in connection with the Second Liquidation Plan prior to the Liquidating Debtors' receipt of written notice of such order. Notwithstanding any such reversal, modification or vacatur of this Confirmation Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Confirmation Order prior to the effective date of such reversal, modification or vacatur shall be governed in all respects by the provisions of this Confirmation Order and the Second Liquidation Plan and all related documents or any amendments or modifications thereto. 49. No Stay of Confirmation Order. Pursuant to Bankruptcy Rule 3020(e), this Confirmation Order shall not be stayed and shall be effective upon entry on the docket of this Court. Subject to the provisions of Sections 11.1, 11.2 and 11.3 of the Second Liquidation Plan, and notwithstanding any otherwise applicable law, immediately upon the entry of this Confirmation Order, the terms of the Second Liquidation Plan (including the Plan Exhibits and all documents and agreements executed pursuant to the Second Liquidation Plan) and this Confirmation Order are deemed binding upon (a) the Debtors, (b) the Reorganized Debtors, (c) all holders of Claims against and Equity Interests in the Debtors, whether or not Impaired under the Second Liquidation Plan and whether or not, if Impaired, such holders accepted the Second Liquidation Plan, (d) the Reorganization Plan Sponsor, (e) any other party in interest, (f) any other Person making an appearance in the Chapter 11 Cases, and (g) each of the foregoing's respective heirs, successors, assigns, trustees, executors, administrators, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, or guardians. 50. Applicable Non-Bankruptcy Law. To the extent provided in sections 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of this Confirmation Order, the Second Liquidation Plan or any amendments or modifications thereto shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law. 51. Post-Confirmation Notices. Covanta shall serve notice of entry of this Confirmation Order pursuant to Bankruptcy Rules 2002(f)(7), 2002(k) and 3020(c) to all creditors, indenture trustees and equity security holders of the Liquidating Debtors as of the Record Date (as defined in the Disclosure Statement) no later than ten (10) Business Days after the Confirmation Date. 52. Allowed Priority Tax Claims of Commonwealth of Pennsylvania, Department of Revenue. The Commonwealth of Pennsylvania, Department of Revenue ("Pennsylvania"), shall receive in full satisfaction, settlement and release and discharge of and in exchange for its Priority Tax Claims, to the extent Allowed by this Court (the "Pennsylvania Claims"), Cash equal to the unpaid portion of such Allowed Priority Tax Claim on or as soon as practical after thirty (30) days after the date on which such Priority Tax Claim becomes Allowed. Furthermore, on or before sixty (60) days after the Effective Date, Ogden New York Services, Inc. ("Ogden New York"), shall provide Pennsylvania with all tax reports required by law to have been submitted to Pennsylvania prior to the Effective Date in connection with the Pennsylvania Claims, to the extent Ogden New York has not yet submitted such tax reports to Pennsylvania. 53. If the Effective Date does not occur by June 15, 2004, this Confirmation Order shall be deemed vacated and of no force and effect, unless extended by order of the Court and in accordance with the terms of the Investment and Purchase Agreement. Dated: New York, New York March 3, 2004 ------------------------------------- UNITED STATES BANKRUPTCY JUDGE EXHIBIT A TO THE CONFIRMATION ORDER LIST OF LIQUIDATING DEBTORS Liquidating Debtor Case Number ------------------ ----------- Alpine Food Products, Inc. 03-13679 (CB) BDC Liquidating Corp. 03-13681 (CB) Bouldin Development Corp. 03-13680 (CB) Covanta Concerts Holdings, Inc. 02-16322 (CB) Covanta Energy Sao Jeronimo, Inc. 02-40854 (CB) Covanta Financial Services, Inc. 02-40947 (CB) Covanta Huntington, Inc. 02-40918 (CB) Covanta Key Largo, Inc. 02-40864 (CB) Covanta Northwest Puerto Rico, Inc. 02-40942 (CB) Covanta Oil & Gas, Inc. 02-40878 (CB) Covanta Secure Services USA, Inc. 02-40896 (CB) Covanta Tulsa, Inc. 02-40945 (CB) Covanta Waste Solutions, Inc. 02-40897 (CB) Doggie Diner, Inc. 03-13684 (CB) Gulf Coast Catering Company, Inc. 03-13685 (CB) J.R. Jack's Construction Corporation 02-40857 (CB) Lenzar Electro-Optics, Inc. 02-40832 (CB) Logistics Operations, Inc. 03-13688 (CB) Offshore Food Service, Inc. 03-13694 (CB) OFS Equity of Alexandria/Arlington, Inc. 03-13687 (CB) OFS Equity of Babylon, Inc. 03-13690 (CB) OFS Equity of Delaware, Inc. 03-13689 (CB) OFS Equity of Huntington, Inc. 03-13691 (CB) OFS Equity of Indianapolis, Inc. 03-13693 (CB) OFS Equity of Stanislaus, Inc. 03-13692 (CB) Ogden Allied Abatement & Decontamination Service, Inc. 02-40827 (CB) Ogden Allied Maintenance Corp. 02-40828 (CB) Ogden Allied Payroll Services, Inc. 02-40835 (CB) Ogden Attractions, Inc. 02-40836 (CB) Ogden Aviation Distributing Corp. 02-40829 (CB) Ogden Aviation Fueling Company of Virginia, Inc. 02-40837 (CB) Ogden Aviation Security Services of Indiana, Inc. 03-13695 (CB) Ogden Aviation Service Company of Colorado, Inc. 02-40839 (CB) Ogden Aviation Service Company of Pennsylvania, Inc. 02-40834 (CB) Ogden Aviation Service International Corporation 02-40830 (CB) Ogden Aviation Terminal Services, Inc. 03-13696 (CB) Ogden Aviation, Inc. 02-40838 (CB) Ogden Cargo Spain, Inc. 02-40843 (CB) Ogden Central and South America, Inc. 02-40844 (CB) Ogden Cisco, Inc. 03-13698 (CB) Ogden Communications, Inc. 03-13697 (CB) Ogden Constructors, Inc. 02-40858 (CB) Ogden Environmental & Energy Services Co., Inc. 02-40859 (CB) Ogden Facility Holdings, Inc. 02-40845 (CB) Ogden Facility Management Corporation of Anaheim 02-40846 (CB) Ogden Facility Management Corporation of West Virginia 03-13699 (CB) Ogden Film and Theatre, Inc. 02-40847 (CB) Ogden Firehole Entertainment Corp. 02-40848 (CB) Ogden Food Service Corporation of Milwaukee, Inc. 03-13701 (CB) Ogden International Europe, Inc. 02-40849 (CB) Ogden Leisure, Inc. 03-13700 (CB) Ogden Management Services, Inc. 03-13702 (CB) Ogden New York Services, Inc. 02-40826 (CB) Ogden Pipeline Service Corporation 03-13704 (CB) Ogden Services Corporation 02-40850 (CB) Ogden Support Services, Inc. 02-40851 (CB) Ogden Technology Services Corporation 03-13703 (CB) Ogden Transition Corporation 03-13705 (CB) PA Aviation Fuel Holdings, Inc. 02-40852 (CB) Philadelphia Fuel Facilities Corporation 02-40853 (CB) -----END PRIVACY-ENHANCED MESSAGE-----