FOURTH AMENDMENT
TO DEBTOR-IN-POSSESSION
CREDIT AGREEMENT AND LIMITED CONSENT
This FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND
LIMITED CONSENT (this "Amendment") is dated as of December 10, 2002 and entered
into by and among COVANTA ENERGY CORPORATION, a Delaware corporation
("Company'), and THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES
HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are
"Borrowers" and each a "Borrower"), THE SUBSIDIARIES OF COMPANY LISTED ON THE
SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (collectively, the "Subsidiary
Guarantors"), THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative
Agent for the Lenders ("Administrative Agent"), and DEUTSCHE BANK AG, NEW YORK
BRANCH, as Documentation Agent for the Lenders ("Documentation Agent"), and is
made with reference to that certain Debtor-in-Possession Credit Agreement dated
as of April 1, 2002, as amended by that certain First Amendment to
Debtor-in-Possession Credit Agreement and Security Agreement dated as of April
3, 2002, that certain Second Amendment to Debtor-in-Possession Credit Agreement
dated as of May 10, 2002 and that certain Third Amendment and Limited Waiver to
Debtor-in-Possession Credit Agreement dated as of October 4, 2002 (as so
amended, the "Credit Agreement"), by and among Borrowers, the financial
institutions parties thereto as Lenders, Documentation Agent and Administrative
Agent Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement (as amended by this
Amendment).
RECITALS
WHEREAS, Borrowers and the undersigned Lenders desire to make certain
amendments to the Credit Agreement, subject to the terms and conditions set
forth below;
NOW, THEREFORE, in consideration of the premises and agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT; LIMITED CONSENT
1.1 Provisions Relating to Defined Terms.
A. Subsection 1.1 of the Credit Agreement is hereby amended by
inserting the following new definitions in the appropriate alphabetical order:
"Covanta Lake" means Covanta Lake, Inc., a Florida corporation.
"Florida Tax Lien" means a lien in favor the Lake County Tax Collector
attaching to the real and personal property of Covanta Lake for unpaid taxes for
all tax years, which Lien is superior to all other liens on property of Covanta
Lake, including the Liens created in favor of Administrative Agent for the
benefit of Lenders pursuant to the Borrowing Orders.
"Fourth Amendment" means the Fourth Amendment to Debtor-in-Possession
Credit Agreement and Limited Consent by and among Borrowers, Agents and Lenders,
dated as of December 10,2002.
"Fourth Amendment Effective Date" has the meaning assigned to that term
in Section 4.5 of the Fourth Amendment.
"Lake County Tax Collector" means the tax collector of Lake County,
Florida.
"MCI Center" means the multi-purpose arena for the performance of
sports and entertainment events known as the "MCI Center" in Washington, D.C.
"MCI Center Disposition Transactions" means, collectively, the payment
by Covanta and its Subsidiaries to Aramark Services, Inc. after the Fourth
Amendment Effective Date of not more than $2,000,000 in exchange for (i) the
release of Covanta and its Subsidiaries from their obligations under the
guaranty by Xxxxx Services Corporation of the obligations of Xxxxx Entertainment
Services, Inc. under the Concession Lease Agreement between DC Arena LP. and
Xxxxx Entertainment Services, Inc. relating to the MCI Center and (ii) the
return and cancellation of letter of credit, undrawn, in the stated amount of
$5,300,000 issued by Bank of America for the account of Covanta relating to such
guaranty and concession lease agreement, in each case pursuant to documentation
in form and substance reasonably satisfactory to Agents.
"Metropolitan Entertainment" means Covanta Concerts Holdings, Inc.
(formerly known as Metropolitan Entertainment Co., Inc.), a New Jersey
corporation.
"Released Aviation Subsidiaries" means Xxxxx Aviation Service Company
of New Jersey, Inc., Xxxxx Aviation Service Company of New York, Inc., LaGuardia
Fuel Facilities Corp. and Newark Automotive Fuel Facilities Corporation, Inc.
B. The definition of "Excluded Subsidiary" in subsection 1.1 of the
Credit Agreement is hereby amended by inserting at the end thereof the following
sentence:
"Notwithstanding the foregoing provisions of this definition,
Metropolitan Entertainment shall be an Excluded Subsidiary.".
1.2 Provisions Relating to Affirmative Covenants.
Subsection 6.8E of the Credit Agreement is hereby amended by adding the
phrase "(other than Metropolitan Entertainment)" immediately after the reference
contained therein to "any Domestic Subsidiary".
1.3 Provisions Relating to Negative Covenants.
A. Subsection 7.2A of the Credit Agreement is hereby amended by (i)
deleting the "and" at the end of clause (viii) thereof, (ii) deleting the "." at
the end of clause (ix) thereof and substituting therefor "; and", and (iii)
adding at the end thereof the following new clause (x):
"(x) the Florida Tax Lien."
B. Subsection 7.3 of the Credit Agreement is hereby amended by (i)
deleting the "and" at the end of clause (vii) thereof; (ii) deleting the "." at
the end of clause (viii) thereof and substituting therefor "; and", and (iii)
adding at the end thereof the following new clause (ix):
"(ix) Company and its Subsidiaries may make and own Investments
consisting of cash equity contributions made after the Fourth Amendment
Effective Date in an amount not to exceed $650,000 in the Treno waste-to-energy
Project (this amount is in addition to the approved Investment in this Project
set forth on Schedule 7.3(iv)), so long as (a) such contributions are required
to be made pursuant to the terms of the Xxxxx Equity Contribution Agreement
dated February 9,2001 among Covanta Energy Group, Inc. Prima s.r.l and Xxxxx
Waste to Energy, Inc., as such agreement is in effect on the Closing Date, (b)
any equity, if any, resulting from such contributions and held by Covanta or any
of its Subsidiaries shall be pledged as Collateral under the Collateral
Documents, and (c) the aggregate cash usage for such Project in any period shall
not exceed the amounts thereby set forth in the Monthly Budget for any such
period."
C. Subsection 7.6 of the Credit Agreement is hereby amended by (i)
deleting the "or" at the end of clause (v) thereof, (ii) deleting the "." at the
end of clause (vi) thereof and substituting therefor "; or", and (iii) adding at
the end thereof the following new clause (vii):
"(vii) make cash expenditures in any month of a type which would be
classified under the line item labeled "IPP Identified" under the heading Energy
Capital Expenditures if the aggregate cumulative amount of such expenditures
made from the commencement of the Budget Period would exceed $1,900,000 (it
being understood that this limitation shall not include, and shall be exclusive
of, the approved foreign equity investments referenced on Schedule 7.3(iv) which
shall be made solely from cash set aside in foreign accounts)."
D. Subsection 7.7(vi) of the Credit Agreement is hereby amended by
adding immediately prior to the ";" at the end thereof the following proviso:
"; provided however, that a portion of the consideration received in an
Approved Asset Sale of the "Aviation Fueling" assets may consist of a promissory
note (payable in cash) in an aggregate original principal amount not to exceed
$2,200,000 (subject to adjustment resulting from changes in the working capital
of the Aviation Fueling Business)".
E. Section 7 of the Credit Agreement is hereby further amended by
adding at the end thereof the following new subsection 7.16:
"7.16 Metropolitan Receivables.
Borrowers shall not and shall not permit their Subsidiaries to, dispose
of; discount or otherwise compromise for less than the full book value thereof
any receivables or other amounts owed to any of them by Metropolitan
Entertainment."
1.4 Provisions Relating to Events of Default.
Section 8 of the Credit Agreement is hereby amended by adding at the
end thereof the following new subsection 8.16:
"8.16 MCI Center Disposition.
Notwithstanding anything contained herein to the contrary, consummation
of the MCI Center Disposition Transactions shall not be deemed to (i) give rise
to an Event of Default or Potential Event of Default or (ii) breach any covenant
or agreement hereunder."
1.5 Limited Consent.
The undersigned Lenders hereby consent to a modification of the Final
Borrowing Order (and any order or ruling of the Bankruptcy Court (and any motion
filed by any Loan Party to effect the same) to the extent such order or ruling
makes such modification) to acknowledge that the Florida Tax Lien is superior to
the Liens that attach to any real or personal property of Covanta Lake created
in favor of Administrative Agent for the benefit of Lenders pursuant to the
Borrowing Orders; provided, that the unpaid taxes for the 2003 tax year secured
by the Florida Tax Lien shall not exceed $1,300,000 and the final form of any
such modification to the Final Borrowing Order shall be satisfactory to
Administrative Agent. The consent set forth in this paragraph shall be limited
precisely as written and is provided solely for the purpose of permitting the
aforementioned modification, orders, rulings and motions without breaching
subsection 7.13 or 8.6(a)(v) of the Credit Agreement, and this consent does not
constitute, nor should it be construed as, a waiver of compliance by Borrowers
or Lenders with respect to (i) subsection 7.13 or 8.6(a)(v) of the Credit
Agreement except to the extent of the actions expressly consented to in this
paragraph, (ii) subsection 7.13 or 8.6(a)(v) of the Credit Agreement in any
other instance, or (iii) any other term, provision or condition of the Credit
Agreement or any other instrument or agreement referred to therein.
1.6 Limited Consent to Sale of Aviation Fueling.
The undersigned Lenders, in their respective capacities as Prepetition
Lenders, hereby consent to the release, termination and extinguishment of, and
authorize Prepetition Agent to release, terminate and extinguish (a) all liens
granted under the Prepetition Credit Documents on the assets of the aviation
fueling business of the Borrowers and their Subsidiaries to the extent such
assets are sold in an Approved Asset Sale, and (b) solely as to the Released
Aviation Subsidiaries, any Prepetition Credit Document to which such Released
Aviation Subsidiaries are parties, so long as such sale is permitted under the
DIP Credit Agreement. The consent and authorization set forth in this paragraph
shall be limited precisely as written and is provided solely for the purpose of
authorizing Prepetition Agent to release such liens, and this consent does not
constitute, nor should it be construed as, a waiver of compliance by Prepetition
Lenders with respect to any other term, provision or condition of the
Prepetition Credit Agreement, the Intercreditor Agreement or any other
instrument or agreement referred to therein.
SECTION 2. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Borrowers represent
and warrant to each Lender that the following statements are true, correct and
complete:
2.1 Corporate Power and Authority. Subject to compliance with the Final
Borrowing Order and any applicable provisions of the Bankruptcy Code, each Loan
Party has all requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and perform its
obligations under, the Credit Agreement as amended by this Amendment (the
"Amended Agreement").
2.2 Authorization of Agreements. The execution and delivery of this
Amendment has been duly authorized by all necessary corporate action on the part
of each Loan Party and the performance of the Amended Agreement has been duly
authorized by all necessary corporate action on the part of each Loan Party.
2.3 No Conflict. The execution and delivery by each Loan Party of this
Amendment and the performance by each Borrower of the Amended Agreement do not
and will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Organizational
Documents of Company or any of its Subsidiaries or any order, judgment or decree
of any court or other Government Authority binding on Company or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation
(which Contractual Obligation is enforceable on a post-Petition Date basis) of
Company or any of its Subsidiaries or an applicable order of the Bankruptcy
Court, (iii) result in or require the creation or imposition of any Lien upon
any of the properties or assets of Company or any of its Subsidiaries, or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of Company or any of its Subsidiaries.
2.4 Governmental Consents. The execution and delivery by each Loan
Party of this Amendment and the performance by each Loan Party of the Amended
Agreement do not and will not require any Governmental Authorization.
2.5 Binding Obligation. This Amendment has been duly executed and
delivered by each Loan Party, and each of this Amendment and the Amended
Agreement is the legally valid and binding obligations of each Loan Party
enforceable against each Loan Party in accordance with its respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.
2.6 Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Fourth Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
2.7 Notice to Committee. Notice of this Amendment has been given to and
received by counsel to the official committee of unsecured creditors in the
Chapter 11 Cases and the informal committee of holders of Company's 9.25%
Debentures.
2.8 Absence of Default. As of the date hereof after giving effect
hereto, there exists no Event of Default or Potential Event of Default under the
Credit Agreement
2.9 Metropolitan Entertainment. The balance sheet of Metropolitan
Entertainment delivered to Agents in connection with the execution of this
Fourth Amendment was prepared in conformity with GAAP and fairly presents, in
all material respects, the financial position (on a consolidated basis) of
Metropolitan Entertainment and its Subsidiaries as of the date hereof.
SECTION 3. ACKNOWLEDGEMENT AND CONSENT
Each Borrower and Subsidiary Guarantor hereby (i) acknowledges that
such Loan Party has read this Amendment and consents to the terms hereof and
further hereby confirms and agrees that, notwithstanding the effectiveness of
this Amendment, the obligations of such Loan Party under each of the Loan
Documents to which such Loan Party is a party shall not be impaired and each of
the Loan Documents to which such Loan Party is a party are, and shall continue
to be, in full force and effect and are hereby confirmed and ratified in all
respects, (ii) ratifies and confirms the effectiveness of the First Amendment,
the Second Amendment and the Third Amendment in all respects, and (iii) confirms
that the provisions of the First Amendment, the Second Amendment and the Third
Amendment are binding on each of the Borrowers.
SECTION 4. MISCELLANEOUS
4.1 Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
A. On and after the Fourth Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by this Amendment
B. Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.
C. The execution, delivery and performance of this Amendment shall not
constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of any Agent or any Lender under, the Credit Agreement or any of
the other Loan Documents.
4.2 Fees and Expenses. Each Borrower acknowledges that all costs, fees
and expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent, Documentation Agent or the Lenders and their respective
counsel (including, without limitation, O'Melveny & Xxxxx LLP and Ernst & Young
Corporate Finance LLC) with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Borrowers.
4.3 Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
4.4 Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
4.5 Counterparts: Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment shall become effective upon the first date on
which all of the following conditions precedent shall have been satisfied (the
date of satisfaction of such conditions being referred to herein as the "Fourth
Amendment Effective Date"): (i) Borrowers, each Subsidiary Guarantor and Lenders
constituting Requisite Lenders shall have each executed a counterpart hereof;
(ii) Company, Administrative Agent and Documentation Agent shall have received
written or telephonic notification of such execution and authorization of
delivery of such counterparts; and (iii) Borrowers shall have paid in full all
outstanding statements for fees and expenses of O'Melveny & Xxxxx LLP and Ernst
& Young Corporate Finance LLC, to the extent submitted to Company prior to 12:00
Noon (New York City time) on December 12, 2002.
[Remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused This Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORROWERS:
COVANTA ENERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Authorized Officer
Each of the entities named on Scheduled A
annexed hereto, as Borrowers
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Authorized Officer
Each of the entities named on Schedule B
annexed hereto, as Borrowers
By: /s/ Xxxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx
Authorized Officer
SUBSIDIARY GUARANTORS:
Each of the entities named on Schedule C
annexed hereto, as Subsidiary Guarantors
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Authorized Officer
Each of the entities named on Schedule D
annexed hereto, as Subsidiary Guarantors
By: /s/ Xxxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx
Authorized Officer
AGENTS AND LENDERS:
BANK OF AMERICA, N.A.,
as Administrative Agent and
Co-Arranger and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
Managing Director
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Documentation Agent and
Co-Arranger and as a Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
Director
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxx
Vice President
BAYERISCHE HYPO-UND VEREINSBANK AG,
as a Lender
By: /s/ Xxxx x. Xxxxxxx
----------------------------
Name: Xxxx x. Xxxxxxx
Title: Director
By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Director
BNP PARIBAS, as a Lender
By: /s/ Xxxxxx x. Xxxxxx
----------------------------
Name: Xxxxxx x. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as a Lender
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
HSBC BANK USA, as a Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: HSBC Bank USA
Vice President
BANC OF AMERICA SECURITIES LLC,
as Agent for BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Xxxx Xxxx
----------------------------
Name: Xxxx Xxxx
Title: Managing Director
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx, Xx.
Title: Director
WESTLB AG (formerly known as
Westdeutsche Landesbank Girozentrale),
NEW YORK BRANCH as a Lender
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
XXXXXXX XXXXX, XXXXXX & XXXXX
INCORPORATED, as a Lender
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
Schedule A
Other Borrowers
1. AMOR 14 Corp.
2. Covanta Acquisition, Inc.
3. Covanta Alexandria/Arlington, Inc.
4. Covanta Babylon, Inc.
5. Covanta Bessemer, Inc.
6. Covanta Bristol, Inc.
7. Covanta Xxxxxxxxxx Environmental Support, Inc.
8. Covanta Energy Americas, Inc.
9. Covanta Energy Construction, Inc.
10. Covanta Energy Resource Corp.
11. Covanta Energy Sao Xxxxxxxx, Inc.
12. Covanta Energy Services, Inc.
13. Covanta Energy West, Inc.
14. Covanta Engineering Services, Inc.
15. Covanta Fairfax, Inc.
16. Covanta Financial Services, Inc.
17. Covanta Geothermal Operations Holdings, Inc.
18. Covanta Geothermal Operations, Inc.
19. Covanta Heber Field Energy, Inc.
20. Covanta Hennepin Energy Resource Co., L.P.
21. Covanta Hillsborough, Inc.
22. Covanta Honolulu Resource Recovery Venture
23. Covanta Huntington Limited Partnership
24. Covanta Huntington Resource Recovery One Corp.
25. Covanta Huntington Resource Recovery Seven Corp.
26. Covanta Huntington, Inc.
27. Covanta Huntsville, Inc.
28. Covanta Hydro Energy, Inc.
29. Covanta Hydro Operations West, Inc.
30. Covanta Hydro Operations, Inc.
31. Covanta Imperial Power Services, Inc.
32. Covanta Indianapolis, Inc.
33. Covanta Kent, Inc.
34. Covanta Key Largo, Inc.
35. Covanta Lake, Inc.
36. Covanta Lancaster, Inc.
37. Covanta Xxx, Inc.
38. Covanta Long Island, Inc.
39. Covanta Xxxxxx Land Corp.
40. Covanta Xxxxxx, Inc.
41. Covanta Mid-Conn., Inc.
42. Covanta Xxxxxxxxxx, Inc.
43. Covanta New Martinsville Hydro-Operations Corp.
44. Covanta Northwest Puerto Rico, Inc.
45. Covanta Oahu Waste Energy Recovery, Inc.
46. Covanta Oil & Gas, Inc.
47. Covanta Onondaga Five Corp.
48. Covanta Onondaga Four Corp.
49. Covanta Onondaga Limited Partnership
50. Covanta Onondaga Operations, Inc.
51. Covanta Onondaga Three Corp.
52. Covanta Onondaga Two Corp.
53. Covanta Onondaga, Inc.
54. Xxxxx Services Corporation
55. Covanta Operations of Union LLC
56. Covanta OPW Associates, Inc.
57. Covanta OPWH, Inc.
58. Covanta Pasco, Inc.
59. Covanta Plant Services of New Jersey, Inc.
60. Covanta Power Development of Bolivia, Inc.
61. Covanta Power Development, Inc.
62. Covanta Power Equity Corp.
63. Covanta Projects of Hawaii, Inc.
64. Covanta Projects of Wallingford, LP
65. Covanta RRS Holdings, Inc.
66. Covanta Secure Services USA, Inc.
67. Covanta Secure Services, Inc.
68. Covanta SIGC Energy II, Inc.
69. Covanta SIGC Energy, Inc.
70. Covanta SIGC Geothermal Operations, Inc.
71. Covanta Stanislaus, Inc.
72. Covanta Systems, Inc.
73. Covanta Tampa Bay, Inc.
74. Covanta Tulsa, Inc.
75. Covanta Union, Inc.
76. Covanta Wallingford Associates, Inc.
77. Covanta Xxxxxx Energy Resources Co., LP
78. Covanta Waste Solutions, Inc.
79. Covanta Waste to Energy of Italy, Inc.
80. Covanta Waste to Energy, Inc.
81. Covanta Water Holdings, Inc.
82. Covanta Water Systems, Inc.
83. Covanta Water Treatment Services, Inc.
84. DSS Environmental, Inc.
85. ERC Energy II, Inc.
86. ERC Energy, Inc.
87. Heber Field Company
88. Heber Field Energy II, Inc.
89. Heber Geothermal Company
90. Heber Loan Partners
91. J.R. Jacks Construction Corp.
92. Xxxxx Constructors, Inc.
93. Xxxxx Environmental & Energy Services Co., Inc.
94. OPI Quezon, Inc.
95. Second Imperial Geothermal Co., L.P.
96. Three Mountain Operations, Inc.
97. Three Mountain Power LLC
Schedule B
Other Borrowers
1. Xxxxx Facility Management Corporation of Anaheim
2. LaGuardia Fuel Facilities Corp.
3. Lenzar Electro-Optics, Inc.
4. Newark Automotive Fuel Facilities Corporation, Inc.
5. Xxxxx Allied Abatement & Decontamination Service, Inc.
6. Xxxxx Allied Maintenance Corp.
7. Xxxxx Allied Payroll Services, Inc.
8. Xxxxx Attractions, Inc.
9. Xxxxx Aviation Distributing Corp.
10. Xxxxx Aviation Fueling Company of Virginia, Inc.
11. Xxxxx Aviation Service Company of Colorado, Inc.
12. Xxxxx Aviation Service Company of New Jersey, Inc.
13. Xxxxx Aviation Service Company of New York, Inc.
14. Xxxxx Aviation Service Company of Pennsylvania, Inc.
15. Xxxxx Aviation Service International Corporation
16. Xxxxx Aviation, Inc.
17. Xxxxx Cargo Spain, Inc.
18. Xxxxx Central and South America, Inc.
19. Xxxxx Facility Holdings, Inc.
20. Xxxxx Film and Theatre, Inc.
21. Xxxxx Firehole Entertainment Corp.
22. Xxxxx International Europe, Inc.
23. Xxxxx New York Services, Inc.
24. Xxxxx Support Services, Inc.
25. PA Aviation Fuel Holdings, Inc.
26. Philadelphia Fuel Facilities Corporation
Schedule C
Subsidiary Guarantors
1. Covanta Energy Group, Inc.
2. Covanta Energy International, Inc.
3. Covanta Equity of Stanislaus, Inc.
4. Covanta Haverhill Properties, Inc.
5. Covanta Haverhill, Inc.
6. Covanta Omega Lease, Inc.
7. Covanta Power International Holdings, Inc.
8. Covanta Projects, Inc.
9. Haverhill Power, Inc.
10. LMI, Inc.
11. Michigan Waste Energy, Inc.
12. OFS Equity of Alexandria/Arlington, Inc.
13. OFS Equity of Babylon, Inc.
14. OFS Equity of Delaware, Inc.
15. OFS Equity of Huntington, Inc.
16. OFS Equity of Indianapolis, Inc.
17. OFS Equity of Stanislaus, Inc.
18. Xxxxx Management Services, Inc.
19. Covanta Equity of Alexandria/Arlington, Inc.
Schedule D
Subsidiary Guarantors
1. Xxxxx Technology Services Corporation
2. Xxxxx Transition Corporation
