Covanta Holding Corporation announced that Covert Mergeco Inc. has commenced solicitations of consents from holders of the Company's 6.000% Senior Notes due 2027 and 5.000% Senior Notes due 2030 to certain amendments to the Indenture, dated as of January 18, 2007, by and between the Company and Wells Fargo Bank, National Association, as trustee. The Consent Solicitations are being conducted in connection with the previously announced merger agreement, pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the Merger as a wholly owned subsidiary of Covert Intermediate Inc., a Delaware corporation. In connection with the Merger, certain lenders have committed to provide Merger Sub with the debt financing in an aggregate principal amount of (i) up to $3,000 million currently, after a reallocation of $125 million from the senior secured term loan facility to the unsecured bridge facility, expected to consist of senior secured term loan facilities in an aggregate principal amount equal to $1,375 million and a senior unsecured bridge facility in an aggregate principal amount equal to $1,625 million and (ii) up to $440 million revolving credit facility. The Merger would constitute a "Change of Control" under the Indenture, which may result in a Change of Control Triggering Event for a Series of Notes if such Series of Notes are downgraded by either Rating Agency on any date during the period commencing 60 days prior to the consummation of such Change of Control and ending 60 days following consummation of such Change of Control. Merger Sub currently does not expect that the ratings of the Notes will be downgraded by either Rating Agency in connection with the Merger.