INTERCOMPANY SUBORDINATION AGREEMENT
Exhibit 10.4
EXECUTION VERSION
This INTERCOMPANY SUBORDINATION AGREEMENT, dated as of February 9, 2007 (as may be amended,
restated, supplemented, replaced or otherwise modified from time to time, the “Agreement”, is
entered into by and among COVANTA ENERGY CORPORATION, a Delaware corporation (the “Company”),
COVANTA HOLDING CORPORATION, a Delaware corporation (“Holding”), CERTAIN SUBSIDIARIES OF COMPANY,
as Guarantor Subsidiaries under and as defined in the Credit Agreement (defined below)
(collectively, the “Guarantor Subsidiaries,” and together with the Company and Holding, the
“Covanta Parties”), CERTAIN OTHER SUBSIDIARIES OF COMPANY as Excluded Subsidiaries or Unrestricted
Subsidiaries under and as defined in the Credit Agreement (defined below) (collectively, the
“Non-Guarantor Subsidiaries”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such
capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as such term is
defined in the Credit Agreement defined below).
RECITALS:
WHEREAS, each capitalized term used but not otherwise defined herein shall have the meaning
assigned to such term in the Credit and Guaranty Agreement dated as of the date hereof (as the same
may hereafter be amended, restated, supplemented, replaced or otherwise modified from time to time,
the “Credit Agreement”) by and among the Company, Holding and certain of the other Covanta Parties,
the Lenders from time to time party thereto, the Administrative Agent and certain other parties
thereto;
WHEREAS, pursuant to the Credit Agreement and the Permitted Hedge Agreements, the Company and
certain other Covanta Parties shall owe the Obligations to the Secured Parties;
WHEREAS, certain of the Covanta Parties are or may become indebted to each other and
Non-Guarantor Subsidiaries pursuant to the Intercompany Master Note identified on Exhibit A hereto
(the Indebtedness of each of the Covanta Parties to any other Covanta Party or any Non-Guarantor
Subsidiary, now existing or hereafter incurred (whether created directly or acquired by assignment
or otherwise), and interest and premiums, if any, thereon and other amounts payable in respect
thereof are hereinafter collectively referred to as the “Intercompany Indebtedness”); and
WHEREAS, the obligations of the Secured Parties under the Credit Agreement and the Permitted
Hedge Agreements are subject to the condition, among others, that the Intercompany Indebtedness be
subordinated to the Senior Indebtedness (as defined below) in the manner set forth herein.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto covenant and agree as
follows:
1. Subordination of Liabilities. Each Covanta Party, for itself, its successors and assigns,
covenants and agrees, and each holder of Intercompany Indebtedness by its acceptance thereof
likewise covenants and agrees, that the payment of the principal of, and
interest on, and all other amounts owing in respect of, Intercompany Indebtedness is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth, to the indefeasible
payment in full in cash or discharge in full of Senior Indebtedness in cash and cash
collateralization of any outstanding letters of credit thereunder. The subordination provisions set
forth herein shall constitute a continuing offer to all persons who, in reliance upon such
provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are
made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made
obligees hereunder to the same extent as if their names were written herein as such, and they
and/or each of them may proceed to enforce such provisions.
“Senior Indebtedness” means, at any time, the Obligations as such term is defined in the
Credit Agreement, but excluding indemnification and other contingent obligations (other than
contingent reimbursement obligations in respect of amounts that may be drawn under outstanding
letters of credit) in respect of which no assertion of liability and no claim or demand for payment
has been made (and, in the case of indemnification obligations, no notice for indemnification has
been issued by the indemnitee) at such time.
2. Covanta Parties Not to Make Payments with Respect to Intercompany Indebtedness in Certain
Circumstances. (a) Upon the maturity of any Senior Indebtedness (including interest thereon or
fees or any other amounts owing in respect thereof), whether at stated maturity, by acceleration or
otherwise, all principal thereof and premium, if any, and interest thereon or fees or any other
amounts owing in respect thereof, in each case to the extent due and owing at such time, shall
first be paid in full in cash or discharged in full, or such payment duly provided for in cash or
in a manner satisfactory to the holder or holders of such Senior Indebtedness, including cash
collateralization of any outstanding letters of credit thereunder, before any payment is made on
account of the principal of (including installments thereof), or interest on, or any amount
otherwise owing in respect of, Intercompany Indebtedness. Each holder of Intercompany Indebtedness
hereby agrees that, so long as an Event of Default has occurred and is continuing, no amounts owing
in respect of Intercompany Indebtedness shall be made, asked, demanded, sued for, or otherwise
taken, accepted or received (it being understood that such actions may be taken prior to the
maturity of any Senior Indebtedness (whether at stated maturity, by acceleration or otherwise) so
long as no Event of Default has occurred and is continuing).
(b) In the event that notwithstanding the provisions of the preceding subsection (a) of this
Section 2, any Covanta Party shall make any payment on account of the principal of, or interest on,
or amounts otherwise owing in respect of, Intercompany Indebtedness at a time when payment is not
permitted by said subsection (a), such payment shall be held by the holder of such Intercompany
Indebtedness, in trust for the benefit of, and shall be paid forthwith over and delivered to, the
holders of Senior Indebtedness or their representative or representatives under the agreements
pursuant to which Senior Indebtedness may have been issued, as their respective interests may
appear, for application pro rata to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay all Senior Indebtedness in full in cash and cash collateralize any
outstanding letters of credit thereunder in accordance with the terms of such Senior Indebtedness,
after giving effect to any concurrent payment or distribution to or for the holders of Senior
Indebtedness. Without in any way modifying the subordination provisions set forth herein or
affecting the subordination effected hereby, the relevant Covanta
Party shall give holders of Intercompany Indebtedness prompt written notice of any maturity of
Senior Indebtedness after which such Senior Indebtedness remains unsatisfied.
3. Intercompany Indebtedness Subordinated to Prior Payment of all Senior Indebtedness on
Dissolution, Liquidation or Reorganization of any Covanta Party. Upon any distribution of assets
of any Covanta Party that constitute Collateral upon any dissolution, winding up, liquidation or
reorganization of such Covanta Party (whether in bankruptcy, insolvency or receivership proceedings
or upon an assignment for the benefit of creditors or otherwise):
(a) the holders of all Senior Indebtedness shall first be entitled to receive payment
in full in cash or in a manner satisfactory to the holder or holders of such Senior
Indebtedness of the principal thereof, premium, if any, and interest (including, without
limitation, all interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided in the governing documentation
whether or not such interest is an allowed claim in such proceeding) and all other amounts
due thereon before the holders of Intercompany Indebtedness is entitled to receive any
payment on account of the principal of or interest on or any other amount owing in respect
of Intercompany Indebtedness,
(b) any payment or distribution of assets of such Covanta Party of any kind or
character that constitute Collateral, whether in cash, property or securities, to which
holders of Intercompany Indebtedness would be entitled except for the subordination
provisions set forth herein, shall be paid by the liquidating trustee or agent or other
person making such payment or distribution, whether a trustee or agent, directly to the
holders of Senior Indebtedness or their representative or representatives under the
agreements pursuant to which Senior Indebtedness may have been issued, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving
effect to any concurrent payment or distribution to the holders of such Senior Indebtedness;
and
(c) in the event that, notwithstanding the foregoing provisions of this Section 3, any
payment or distribution of assets of such Covanta Party of any kind or character that
constitute Collateral, whether in cash, property or securities, shall be received by holders
of Intercompany Indebtedness on account of principal of, or interest or other amounts due
on, Intercompany Indebtedness before all Senior Indebtedness is paid in full in cash or in a
manner satisfactory to the holder or holders of such Senior Indebtedness or otherwise
discharged in full, or effective provisions made for its payment, such payment or
distribution shall be received and held in trust for and shall be paid over to the holders
of Senior Indebtedness remaining unpaid or unprovided for or their representative or
representatives under the agreements pursuant to which Senior Indebtedness may have been
issued, for application to the payment of such Senior Indebtedness until all such Senior
Indebtedness shall have been paid in full in cash or in a manner satisfactory to the holder
or holders of such Senior Indebtedness or otherwise discharged in full, after giving effect
to any concurrent payment or distribution to the holders of such Senior Indebtedness.
Without in any way modifying the subordination provisions set forth herein or affecting the
subordination effected hereby, such Covanta Party shall give prompt written notice to holders of
Intercompany Indebtedness of any dissolution, winding up, liquidation or reorganization of such
Covanta Party (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment
for the benefit of creditors or otherwise).
4. Furtherance of Subordination. If any proceeding referred to in Section 3 above is
commenced by or against any Covanta Party:
(a) the Administrative Agent, acting on behalf of each holder of Senior Indebtedness,
is hereby irrevocably authorized and empowered (in its own name or in the name of the
holders of Intercompany Indebtedness or otherwise), but shall have no obligation, to demand,
xxx for, collect and receive every payment or distribution referred to in Section 3(b) and
give acquittance therefor and to file claims and proofs of claim and take such other action
(including, without limitation, voting the claims arising under Intercompany Indebtedness or
enforcing any security interest or other lien securing payment of Intercompany Indebtedness)
as it may deem necessary or advisable for the exercise or enforcement of or causing
enforcement of any of the rights or interests of the holders of Senior Indebtedness
hereunder;
(b) each holder of Intercompany Indebtedness shall duly and promptly take such action
as the Administrative Agent may request (i) to collect Intercompany Indebtedness for the
account of the holders of Senior Indebtedness and to file appropriate claims or proofs of
claim in respect of Intercompany Indebtedness, (ii) to execute and deliver to the
Administrative Agent such powers of attorney, assignments or other instruments as the
Administrative Agent may request in order to enable the Administrative Agent to enforce any
and all claims with respect to, and any security interests and other liens securing payment
of, Intercompany Indebtedness, and (iii) to collect and receive any and all payments or
distributions that may be payable or deliverable upon or with respect to Intercompany
Indebtedness; and
(c) The holders of Senior Indebtedness are hereby authorized to demand specific
performance of this Agreement, whether or not such Covanta Party shall have complied with
any of the provisions hereof applicable to it, at any time when the holders of Intercompany
Indebtedness shall have failed to comply with any of the provisions of this Agreement
applicable to it. Each holder of Intercompany Indebtedness hereby irrevocably waives any
defense based on the adequacy of a remedy at law that might be asserted as a bar to such
remedy of specific performance.
5. Subrogation. Subject to the prior payment or discharge in cash in full of all Senior
Indebtedness, holders of Intercompany Indebtedness shall be subrogated to the rights of the holders
of Senior Indebtedness to receive payments or distributions of assets of any Covanta Party
applicable to Senior Indebtedness until all amounts owing in respect of Intercompany Indebtedness
shall be paid or discharged in full, and for the purpose of such subrogation no payments or
distributions to the holders of Senior Indebtedness by or on behalf of such Covanta Party or by or
on behalf of holders of Intercompany Indebtedness by virtue of the subordination provisions set
forth herein that otherwise would have been made to the holders of Intercompany
Indebtedness, shall be deemed to be payment by such Covanta Party to or on account of
Intercompany Indebtedness, it being understood that the subordination provisions set forth herein
are and are intended solely for the purpose of defining the relative rights of the holders of
Intercompany Indebtedness, on the one hand, and the holders of Senior Indebtedness, on the other
hand.
6. Obligation of the Covanta Parties Unconditional. Nothing contained in the subordination
provisions set forth herein or in the documents evidencing Intercompany Indebtedness is intended to
or shall impair, as between any Covanta Party and the holders of Intercompany Indebtedness, the
obligation of such Covanta Party, which is absolute and unconditional, to pay to the holders of
Intercompany Indebtedness the principal of and interest on Intercompany Indebtedness as and when
the same shall become due and payable in accordance with its terms, or is intended to or shall
affect the relative rights of the holders of Intercompany Indebtedness and creditors of such
Covanta Party other than the holders of Senior Indebtedness, nor shall anything herein or therein
prevent the holders of Intercompany Indebtedness from exercising all remedies otherwise permitted
by applicable law, subject to the rights, if any, under the subordination provisions set forth
herein of the holders of Senior Indebtedness in respect of cash, property, or securities of such
Covanta Party received upon the exercise of any such remedy. Upon any distribution of assets of
such Covanta Party referred to herein, the holders of Intercompany Indebtedness shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of
the liquidating trustee or agent or other person making any distribution to the holders of
Intercompany Indebtedness, for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of Senior Indebtedness and other indebtedness of such Covanta Party,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or hereto.
7. Subordination Rights Not Impaired by Acts or Omissions of any Covanta Party or Holders of
Senior Indebtedness. No rights of any present or future holders of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by
an act or failure to act on the part of any Covanta Party or by any act or failure to act in good
faith by any such holder, or by any noncompliance by such Covanta Party with the terms and
provisions of Intercompany Indebtedness, regardless of any knowledge thereof which any such holder
may have or be otherwise charged with. The holders of Senior Indebtedness may, without in any way
affecting the obligations of the holders of Intercompany Indebtedness with respect thereto, at any
time or from time to time and in their absolute discretion, change the manner, place or terms of
payment of, change or extend the time of payment of, or renew or alter, any Senior Indebtedness, or
amend, modify or supplement any agreement or instrument governing or evidencing such Senior
Indebtedness or any other document referred to therein, or exercise or refrain from exercising any
other of their rights under Senior Indebtedness including, without limitation, the waiver of a
default thereunder and the release of any collateral securing such Senior Indebtedness, all without
notice to or consent from the holders of Intercompany Indebtedness.
8. Additional Subsidiaries. Upon execution and delivery after the date hereof by any (x)
Guarantor Subsidiary of a counterpart signature page hereto, such Guarantor
Subsidiary shall become a “Covanta Party” hereunder or (y) Non-Guarantor Subsidiary of a
counterpart signature page hereto, such Non-Guarantor Subsidiary shall become a “Non-Guarantor
Subsidiary” hereunder, in each case with the same force and effect as if originally named as a
Covanta Party or Non-Guarantor Subsidiary (as applicable) hereunder. The rights and obligations of
each Covanta Party hereunder shall remain in full force and effect notwithstanding the addition of
any new Covanta Party as a party to this Agreement.
9. Continuing Force and Effect. This Agreement shall continue in force for so long as any
portion of Senior Indebtedness remains unpaid and any Commitments under the Credit Agreement remain
outstanding, it being contemplated that this Agreement be of a continuing nature.
10. Modification. Amendments or Waivers. Any and all agreements amending or changing any
provision of this Agreement or the rights of the holders of Senior Indebtedness hereunder, and any
and all waivers or consents hereunder, shall be made only by written agreement, waiver or consent
signed by the Covanta Parties and the Administrative Agent, acting on behalf of the holders of
Senior Indebtedness.
11. Severability. The provisions of this Agreement are intended to be severable. If any
provision of this Agreement shall be held invalid or unenforceable in whole or in part in any
jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
12. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.
13. Successors and Assigns. This Agreement shall inure to the benefit of the Secured Parties
and their respective successors and assigns, as permitted in the Credit Agreement, and the
obligations of the Covanta Parties and the Non-Guarantor Subsidiaries shall be binding upon their
respective successors and assigns. The duties and obligations of the Covanta Parties and the
Non-Guarantor Subsidiaries may not be delegated or transferred without the written consent of the
Requisite Lenders under the Credit Agreement and any such delegation or transfer without such
consent shall be null and void.
14. Counterparts. This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which, when executed and delivered,
shall be deemed an original, but all such counterparts shall constitute but one and the same
instrument.
15. Remedies. In the event of a breach by any of the Covanta Parties or any of the
Non-Guarantor Subsidiaries in the performance of any of the terms of this Agreement, the
Administrative Agent, on behalf of the Secured Parties, may demand specific performance of this
Agreement and seek injunctive relief and may exercise any other remedy available at law or
in equity, it being recognized that the remedies of the Administrative Agent, on behalf of the
Secured Parties, at law may not fully compensate the Administrative Agent, on behalf of the Secured
Parties, for the damages they may suffer in the event of a breach hereof.
16. Notices. All notices, statements, requests and demands and other communications given
to or made among the Covanta Parties, the Non-Guarantor Subsidiaries, the Administrative Agent or
the holders of Senior Indebtedness in accordance with the provisions of this Agreement shall be
given or made as provided in Section 10.1 of the Credit Agreement.
17. Termination. Upon indefeasible payment in full of the principal amount of, all interest
on, and all other amounts then due in respect of Senior Indebtedness, the expiration or termination
of all Commitments under the Credit Agreement and the expiration, cash collateralization or
termination of Letters of Credit under the Credit Agreement, this Agreement shall terminate and be
of no further force and effect.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.
COVANTA ENERGY CORPORATION, A DELAWARE CORPORATION, AND EACH OF ITS SUBSIDIARIES LISTED ON ANNEX A HERETO |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Authorized Officer | |||
| COVANTA HOLDING CORPORATION, A DELAWARE CORPORATION |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Chief Executive Officer and President | |||
| EACH OF ITS SUBSIDIARIES OF COVANTA ENERGY CORPORATION LISTED ON ANNEX B HERETO |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Authorized Officer | |||
| JPMORGAN CHASE BANK, N.A., as Administrative Agent |
||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
ANNEX A TO SIGNATURE PAGE
Guarantor Subsidiaries
| 1. | 0000 Xxxxxxx Xxxxxx Corp., a California corporation | |||||
| 2. | Amor 14 Corporation, a Delaware corporation | |||||
| 3. | Xxxxxx Mountain Power, a California corporation | |||||
| 4. | Covanta Acquisition, Inc., a Delaware corporation | |||||
| 5. | Covanta ARC Holdings, Inc., a Delaware corporation | |||||
| 6. | Covanta Bessemer, Inc., a Delaware corporation | |||||
| 7. | Covanta Xxxxxxxxxx Environmental Support, Inc., a New York corporation | |||||
| 8. | Covanta Energy Americas, Inc., a Delaware corporation | |||||
| 9. | Covanta Energy Construction, Inc., a Delaware corporation | |||||
| 10. | Covanta Energy Group, Inc., a Delaware corporation | |||||
| 11. | Covanta Energy International, Inc., a Delaware corporation | |||||
| 12. | Covanta Energy Resource Corp., a Delaware corporation | |||||
| 13. | Covanta Energy Services, Inc., a Delaware corporation | |||||
| 14. | Covanta Energy West, Inc., a Delaware corporation | |||||
| 15. | Covanta Engineering Services, Inc., a New Jersey corporation | |||||
| 16. | Covanta Geothermal Operations Holdings, Inc., a Delaware corporation | |||||
| 17. | Covanta Geothermal Operations, Inc., a Delaware corporation | |||||
| 18. | Covanta Haverhill Properties, Inc., a Massachusetts corporation | |||||
| 19. | Covanta Heber Field Energy, Inc., a Delaware corporation | |||||
| 20. | Covanta Hennepin Energy Resource Co., Limited Partnership, | |||||
| a Delaware limited partnership | ||||||
| By: | Covanta Energy Resource Corp., its General Partner | |||||
| 21. | Covanta Hillsborough, Inc., a Florida corporation | |||||
| 22. | Covanta Honolulu Resource Recovery Venture, a Hawaii General Partnership | |||||
| By: Covanta Oahu Waste Energy Recovery, Inc., its General Partner | ||||||
| By: Covanta Projects of Hawaii, Inc., its General Partner | ||||||
| 23. | Covanta Huntsville, Inc., an Alabama corporation | |||||
| 24. | Covanta Hydro Energy, Inc., a Delaware corporation | |||||
| 25. | Covanta Hydro Operations West, Inc., Delaware corporation | |||||
| 26. | Covanta Hydro Operations, Inc., a Tennessee corporation | |||||
| 27. | Covanta Imperial Power Services, Inc., a California corporation | |||||
| 28. | Covanta Kent, Inc., a Michigan corporation | |||||
| 29. | Covanta Lancaster, Inc., a Pennsylvania corporation | |||||
| 30. | Covanta Xxx, Inc., a Florida corporation | |||||
| 31. | Covanta Long Island, Inc., a Delaware corporation | |||||
| 32. | Covanta Xxxxxx Land Corp., an Oregon corporation | |||||
| 33. | Covanta Xxxxxx, Inc., an Oregon corporation | |||||
| 34. | Covanta Mid-Conn., Inc., a Connecticut corporation | |||||
| 35. | Covanta Xxxxxxxxxx, Inc., Maryland corporation | |||||
| 36. | Covanta New Martinsville Hydroelectric Corporation, a Delaware corporation | |||||
37.
|
Covanta New Martinsville Hydro-Operations Corporation, a West Virginia corporation | |
38.
|
Covanta Oahu Waste Energy Recovery, Inc., a California corporation | |
39.
|
Covanta Onondaga Operations, Inc., a Delaware corporation | |
40.
|
Covanta Operations of Union LLC, a New Jersey limited liability company | |
41.
|
Covanta OPW Associates, Inc., a Connecticut corporation | |
42.
|
Covanta OPWH, Inc., a Delaware corporation | |
43.
|
Covanta Otay 3 Company, a California corporation | |
44.
|
Covanta Pasco, Inc., a Florida corporation | |
45.
|
Covanta Pinellas, Inc., a Florida corporation | |
46.
|
Covanta Plant Services of New Jersey, Inc., a New Jersey corporation | |
47.
|
Covanta Power Development of Mauritius, Inc., a Delaware corporation | |
48.
|
Covanta Power Development, Inc., a Delaware corporation | |
49.
|
Covanta Power Equity Corporation, a Delaware corporation | |
50.
|
Covanta Power International Holdings, Inc., a Delaware corporation | |
51.
|
Covanta Power Pacific, Inc., a California corporation | |
52.
|
Covanta Power Plant Operations, a California corporation | |
53.
|
Covanta Projects of Hawaii, Inc., a Hawaii corporation | |
54.
|
Covanta Projects, Inc., a Delaware corporation | |
55.
|
Covanta Ref-Fuel Finance LLC (f/k/a Ref-Fuel Corp.), a Delaware limited liability company | |
56.
|
Covanta Ref-Fuel LLC (f/k/a Ref-Fuel LLC), a Delaware limited liability company | |
57.
|
Covanta RRS Holdings, Inc., a Delaware corporation | |
58.
|
Covanta Secure Services, LLC, a Delaware limited liability company | |
59.
|
Covanta SIGC Energy II, Inc., a California corporation | |
60.
|
Covanta SIGC Energy, Inc., a Delaware corporation | |
61.
|
Covanta SIGC Geothermal Operations, Inc., a California corporation | |
62.
|
Covanta Systems, LLC, a Delaware limited liability company | |
63.
|
Covanta Tampa Bay, Inc., a Florida corporation | |
64.
|
Covanta Tampa Construction, Inc., a Delaware corporation | |
65.
|
Covanta Wallingford Associates, Inc., a Connecticut corporation | |
66.
|
Covanta Xxxxxx Energy Resources Co., Limited Partnership, a Delaware limited partnership | |
67.
|
Covanta Xxxxxx Holdings I, Inc., a Virginia corporation | |
68.
|
Covanta Xxxxxx Holdings II, Inc., a California corporation | |
69.
|
Covanta Waste to Energy, LLC, a Delaware limited liability company | |
70.
|
Covanta Water Holdings, Inc., a Delaware corporation | |
71.
|
Covanta Water Systems, Inc., a Delaware corporation | |
72.
|
Covanta Water Treatment Services, Inc., a Delaware corporation | |
73.
|
DSS Environmental, Inc., a New York corporation | |
74.
|
ERC Energy II, Inc., a Delaware corporation | |
75.
|
ERC Energy, Inc., a Delaware corporation | |
76.
|
Generating Resource Recovery Partners L.P., a California limited partnership | |
77.
|
Heber Field Energy II, Inc., a Delaware corporation | |
78.
|
Heber Loan Partners, a California general partnership | |
| By: ERC Energy, Inc., its General Partner |
||
| By: ERC Energy II, Inc., its General Partner |
79.
|
LMI, Inc., a Massachusetts corporation | |
80.
|
Mammoth Geothermal Company, a California corporation | |
81.
|
Mammoth Power Company, a California corporation | |
82.
|
Michigan Waste Energy, Inc., a Delaware corporation | |
83.
|
MSW I Sub, LLC, a Delaware limited liability company | |
84.
|
Mt. Lassen Power, a California corporation | |
85.
|
Pacific Energy Operating Group, L.P., a California limited partnership | |
86.
|
Pacific Geothermal Company, a California corporation | |
87.
|
Pacific Oroville Power, Inc., a California corporation | |
88.
|
Pacific Recovery Corporation, a California corporation | |
89.
|
Pacific Wood Fuels Company, a California corporation | |
90.
|
Three Mountain Operations, Inc., a Delaware corporation | |
91.
|
Three Mountain Power, LLC, a Delaware corporation | |
92.
|
UAH Management Corp., a New York corporation |
ANNEX B TO SIGNATURE PAGE
Non-Guarantor Subsidiaries
1.
|
Covanta Alexandria /Arlington, Inc., a Virginia corporation | |
2.
|
Covanta Babylon, Inc., a New York corporation | |
3.
|
Covanta Bristol, Inc., a Connecticut corporation | |
4.
|
Covanta Energy Corporation, a Delaware corporation | |
5.
|
Covanta Fairfax, Inc., a Virginia corporation | |
6.
|
Covanta Haverhill Associates, a Massachusetts corporation | |
7.
|
Covanta Haverhill, Inc., a Massachusetts corporation | |
8.
|
Covanta Holding Corporation, a Delaware corporation | |
9.
|
Covanta Huntington Limited Partnership, a Delaware corporation | |
10.
|
Covanta Huntington Resource Recovery One Corp., a Delaware corporation | |
11.
|
Covanta Huntington Resource Recovery Seven Corp., a Delaware corporation | |
12.
|
Covanta Indianapolis, Inc., a Indiana corporation | |
13.
|
Covanta Lake II, Inc., a Florida corporation | |
14.
|
Covanta Omega Lease, Inc., a Delaware corporation | |
15.
|
Covanta Onondaga Five Corp., a Delaware corporation | |
16.
|
Covanta Onondaga Four Corp., a Delaware corporation | |
17.
|
Covanta Onondaga Limited Partnership, a Delaware corporation | |
18.
|
Covanta Onondaga Three Corp., a Delaware corporation | |
19.
|
Covanta Onondaga Two Corp., a Delaware corporation | |
20.
|
Covanta Onondaga, Inc., a New York corporation | |
21.
|
Covanta Projects of Wallingford, L.P., a Delaware corporation | |
22.
|
Covanta SBR Associates, a Massachusetts corporation | |
23.
|
Covanta Stanislaus, Inc., a California corporation | |
24.
|
Covanta Union, Inc., a New Jersey corporation | |
25.
|
Covanta Waste to Energy Asia Investments, Mauritius | |
26.
|
Haverhill Power, LLC, a Massachusetts corporation | |
27.
|
Olmec Insurance Ltd., Bermuda | |
28.
|
OPI Quezon, LLC, a Delaware corporation | |
29.
|
Pacific Energy Resources Incorporated, a California corporation | |
30.
|
Pacific Hydropower Company, a California corporation | |
31.
|
Penstock Power Company, a California corporation | |
32.
|
Covanta ARC LLC (formerly known as American Ref-Fuel Company LLC), a Delaware corporation | |
33.
|
Covanta Ref-Fuel Management LLC (formerly known as ARC Ref-Fuel Management LLC), a Delaware corporation | |
34.
|
Covanta Ref-Fuel Management II, LLC (formerly known as Covanta Ref-Fuel Management II, Inc. formerly known as ARC Ref-Fuel Management II, Inc.), a Delaware corporation | |
35.
|
Covanta ARC Company (formerly known as American Ref-Fuel Company (a general partnership)), a Delaware corporation | |
36.
|
Covanta Hempstead LLC (formerly known as ARC Hempstead LLC), a Delaware corporation |
37.
|
Covanta Hempstead II, LLC (formerly known as Covanta Hempstead, Inc. formerly known as ARC Hempstead II, Inc.), a Delaware corporation | |
38.
|
Covanta Hempstead Company (formerly known as American Ref-Fuel Company of Hempstead), a New York corporation | |
39.
|
Covanta Essex LLC (formerly known as ARC Essex LLC), a Delaware corporation | |
40.
|
Covanta Essex II, LLC (formerly known as Covanta Essex II, Inc. formerly known as ARC Essex II, Inc.), a Delaware corporation | |
41.
|
Covanta Essex Company (formerly known as American Ref-Fuel Company of Essex County), a New Jersey corporation | |
42.
|
Covanta SECONN LLC (formerly knwn as ARC SECONN LLC), a Delaware corporation | |
43.
|
Covanta Connecticut (S.E.), LLC (formerly known as Covanta Connecticut (S.E.), Inc. formerly known as ARC of Connecticut (S.E.), Inc.), a Delaware corporation | |
44.
|
Covanta Southeastern Connecticut, L.P. (formerly known as ARC of Southeastern Connecticut, L.P.), a Delaware corporation | |
45.
|
Covanta Southeastern Connecticut Company (formerly known as American Ref-Fuel Company of Southeastern Connecticut), Connecticut corporation | |
46.
|
Covanta Niagara, LLC (formerly known as ARC Niagara LLC), a Delaware corporation | |
47.
|
Covanta Niagara II, LLC (formerly known as Covanta Niagara II, Inc. formerly known as ARC Niagara II, Inc.), a Delaware corporation | |
48.
|
Covanta Niagara, L.P. (formerly known as American Ref-Fuel Company of Niagara, L.P.), a Delaware corporation | |
49.
|
Covanta Operations of SEMASS LLC (formerly known as ARC Operations of SEMASS LLC), a Delaware corporation | |
50.
|
Covanta Operations of SEMASS II, LLC (formerly known as ARC Operations of 50. SEMASS II, Inc.), a Delaware corporation | |
51.
|
Covanta SEMASS, L.P. (formerly known as American Ref-Fuel Operations of SEMASS, L.P.), a Delaware corporation | |
52.
|
Covanta Company of SEMASS, L.P. (formerly known as American Ref-Fuel Company of SEMASS, L.P.), a Delaware corporation | |
53.
|
Covanta SEMASS LLC (formerly ARC SEMASS LLC), a Delaware corporation | |
54.
|
Covanta SEMASS II, LLC (formerly known as ARC SEMASS II, Inc.), a Delaware corporation | |
55.
|
SEMASS Partnership, a Massachusetts corporation | |
56.
|
Covanta Delaware Valley LLC (formerly known as ARC Delaware Valley LLC), a Delaware corporation | |
57.
|
Covanta Delaware Valley II, LLC (formerly known as ARC Delaware Valley II, Inc.), a Delaware corporation | |
58.
|
Covanta Delaware Valley, L.P. (formerly known as American Ref-Fuel Company of Delaware Valley, L.P.), a Delaware corporation | |
59.
|
TransRiver LLC (formerly known as ARC TransRiver LLC), a Delaware corporation | |
60.
|
TransRiver II, LLC formerly known as TransRiver II, Inc. f/k/a ARC TransRiver II, Inc.), a Delaware corporation | |
61.
|
TransRiver Marketing Company, L.P., a Delaware corporation | |
62.
|
TransRiver Portsmouth LLC, a Virginia corporation |
63.
|
TransRiver Transfer Systems, LLC (formerly known as ARC Transfer Systems LLC), a Delaware corporation |
|
64.
|
TransRiver Waste LLC (formerly known as ARC Waste LLC), a Delaware corporation | |
65.
|
Covanta Capital District LLC (formerly known as ARC Capital District LLC), a Delaware corporation |
|
66.
|
Covanta Capital District II LLC (formerly known as ARC Capital District II LLC), a Delaware corporation |
|
67.
|
Covanta Capital District, L.P. (formerly known as American Ref-Fuel Company of the Capital District, L.P.), a Delaware corporation | |
68.
|
UAH-Groveville Hydro Associates, a New York corporation | |
69.
|
Covanta Ref-Fuel II LLC (f/k/a Covanta Ref-Fuel II Corp.), a Delaware corporation | |
70.
|
Covanta Ref-Fuel Holdings LLC (formerly known as Ref-Fuel Holdings LLC), a Delaware corporation | |
71.
|
MSW Energy Erie LLC, a Delaware corporation | |
72.
|
MSW Energy Holdings LLC, a Delaware corporation | |
73.
|
MSW Energy Holdings II LLC, a Delaware corporation | |
74.
|
MSW Energy Finance Co., Inc., a Delaware corporation | |
75.
|
MSW Energy Finance Co. II, Inc, a Delaware corporation | |
76.
|
MSW Energy Xxxxxx LLC, a Delaware corporation | |
77.
|
Covanta Development Company LLC (formerly known as American Ref-Fuel Company of Camden LLC), a Delaware corporation | |
78.
|
Edison (Bataan) Cogeneration Corporation, Philippines | |
79.
|
Hidro Operaciones Don Xxxxx S.A., Costa Rica | |
80.
|
Covanta Energy India (Balaji) Limited, Mauritius | |
81.
|
Covanta Energy International Investments Limited (f/k/a Covanta Energy India Investments, Ltd.), Mauritius | |
82.
|
Covanta Energy India (Samalpatti) Ltd., Mauritius | |
83.
|
Covanta Energy Philippine Holdings, Inc., Philippines | |
84.
|
Xxxxx Power Development-Cayman, Inc., Cayman Islands | |
85.
|
Covanta Philippines Operating, Inc., Cayman Islands | |
86.
|
Madurai Power Corporation Pvt. Ltd., India | |
87.
|
Covanta Bangladesh Operating Ltd., Bangladesh | |
88.
|
Covanta Energy Asia Holdings Ltd. (f/k/a Covanta Chinese Investments Ltd.), Mauritius | |
89.
|
Covanta Energy China (Alpha) Ltd., Mauritius | |
90.
|
Xxxxx Xxxxx-Jinjiang Cogeneration Co. Ltd., China | |
91.
|
Covanta Waste to Energy Asia Ltd. (f/k/a Covanta Energy China (Beta) Ltd.), Mauritius | |
92.
|
Covanta Energy China (Delta) Ltd., Mauritius | |
93.
|
Taixing Xxxxx-Yanjiang Cogeneration Co. Ltd., China | |
94.
|
Covanta Energy China (Gamma) Ltd., Mauritius | |
95.
|
Covanta One Ltd., Mauritius | |
96.
|
Covanta Five Ltd., Mauritius | |
97.
|
Covanta Samalpatti Operating Pvt. Ltd., India | |
98.
|
Covanta Madurai Operating Pvt. Ltd., India | |
99.
|
Covanta Waste to Energy, a Delaware corporation |
100.
|
Goa Holdings Ltd., Mauritius | |
101.
|
Magellan Cogeneration, Inc., Philippines | |
102.
|
Enereurope Holdings III, B.V., Netherlands | |
103.
|
Xxxxx Energy (Gulf) Limited , Mauritius | |
104.
|
Xxxxx Energy India (Bakreshwar) Ltd., Mauritius | |
105.
|
Bal-Sam India Holdings, Ltd., Mauritius | |
106.
|
Covanta Energy India (CBM) Ltd., Mauritius | |
107.
|
Covanta Two Ltd., Mauritius | |
108.
|
Covanta Cayman (Sahacogen) Ltd., Cayman Islands | |
109.
|
Covanta Three Ltd., Mauritius | |
110.
|
Covanta Cayman (Rojana) Ltd., Cayman Islands | |
111.
|
Covanta Four Ltd., Mauritius | |
112.
|
Power Operations and Maintenance Ltd., Bermuda | |
113.
|
Covanta India Operating Pvt. Ltd., India | |
114.
|
Xxxxx Taiwan Investments Ltd., Mauritius | |
115.
|
Covanta Mauritius O&M Ltd. (formally known as OPDB, Ltd., Cayman Islands | |
116.
|
Covanta Energy India Pvt. Ltd., India | |
117.
|
Covanta Energy (Thailand) Ltd., Thailand | |
118.
|
Covanta Energy Asia Pacific Ltd., Hong Kong | |
119.
|
Covanta Energy Limited, United Kingdom | |
120.
|
Covanta Italy Holding, S.r.l., Italy | |
121.
|
Covanta Italy I S.r.l., Italy | |
122.
|
Covanta Italy II S.r.l., Italy |
EXHIBIT A
Intercompany Indebtedness
Master Intercompany Promissory Note dated February 9, 2007 made by each of the Covanta Parties
