Covanta Projects Consent Solicitation on behalf of Quezon Power

March 24, 2011

Cleary Gottlieb was counsel to Citigroup Global Markets, as solicitation agent, in a successful third-party consent solicitation by Covanta Projects, on behalf of Quezon Power (Philippines). Consents were solicited to amend certain provisions of the indenture, under which the securities were issued, and the common agreement, which defines the rights and obligations of certain securityholders of Quezon. The consent solicitation was conducted in connection with the proposed sale of a stake of Quezon by Covanta. The consent solicitation was launched on February 23 and expired on March 24.

Quezon owns, operates and maintains a 460 megawatt net baseload pulverized coal-fired electricity generation facility, a 31-kilometer, 230 kilovolt double circuit transmission line and certain ancillary facilities in the Municipality of Mauban, Quezon Province, the Philippines.