FIFTH AMENDMENT
TO DEBTOR-IN-POSSESSION
CREDIT AGREEMENT
This FIFTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this
"Amendment") is dated as of December 18, 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, that certain Third Amendment and Limited Waiver to
Debtor-in-Possession Credit Agreement dated as of October 4, 2002, and that
certain Fourth Amendment to Debtor-in-Possession Credit Agreement and Limited
Consent dated as of December 10, 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
1.1 Provisions Relating to Defined Terms.
Subsection 1.1 of the Credit Agreement is hereby amended by inserting
the following new definitions in the appropriate alphabetical order:
"Fifth Amendment" means the Fifth Amendment to this Agreement dated as
of December 18, 2002.
"Fifth Amendment Effective Date" has the meaning assigned to that term
in Section 4.6 of the Fifth Amendment.
"Ottawa Tax Offering Partnership" means OSHC 2002 Limited Partnership,
a limited partnership formed under the laws of the Province of Ontario.
"Ottawa Tax Operating Partnership" means Ottawa Senators Hockey Club
2001 Limited Partnership, a limited partnership formed under the laws of the
Province of Ontario and a wholly-owned Subsidiary of Ottawa Tax Offering
Partnership.
"Ottawa Tax Option Exercise" means, collectively, (i) the exercise by
SSE II of the option, granted in connection with the Ottawa Tax Transaction, to
acquire Class B units of the Ottawa Tax Offering Partnership, and (ii) upon
exercise of the foregoing option, the guaranty by the Ottawa Tax Operating
Partnership of a portion of the principal amount of the Senators Loans, which
guaranty shall be secured by a perfected Lien on the Senators Hockey Team.
"Ottawa Tax Transaction" means, collectively, (i) the purchase by the
Ottawa Tax Offering Partnership of the units of the Ottawa Tax Operating
Partnership, and the application of a portion of the proceeds of the issuance of
such units to purchase the Senators Hockey Team from the Senators Hockey Club,
(ii) the guarantee by each of SSE, SSE II, Ottawa Tax Operating Partnership and
Ottawa Tax Offering Partnership of the Senators Loans and other secured debt
obligations of the Senators Hockey Club, in the same order of priority that
exists at the commencement of the Ottawa Tax Transaction, (iii) the release of
the Senators Hockey Team as collateral for the Senators Loans and the granting
of a security interest in all of SSE's assets and a portion of the assets of
each of Ottawa Tax Operating Partnership, Ottawa Tax Offering Partnership and
SSE II as substitute collateral therefor, (iv) the Ottawa Tax Option Exercise,
(v) the Ottawa Tax Transaction Lease Amendment, (vi) the agreement by Company
not to compel the sale of the Senators Hockey Team, as provided by Canadian tax
law (after the Ottawa Tax Option Exercise), before January 1, 2004, and (vii)
the relinquishment by Company (in its capacity as a creditor of the Senators
Hockey Club) of any right or claim to (a) any proceeds of financings utilized to
consummate the Ottawa Tax Transaction and (b) any intercompany payables owed by
Palladium to the Senators Hockey Club related to the tax structuring of the
Ottawa Tax Transaction, in the case of each of clauses (i) through (vii)
pursuant to documentation in form and substance satisfactory to Agents.
"Ottawa Tax Transaction Lease Amendment" means the amendments of the
Senators Lease in connection with the Ottawa Tax Transaction providing, among
other things, that (i) 50% of the EBITDA of the Corel Centre in excess of CDN
$14,000,000, and 40% of the EBITDA of the Corel Centre in excess of CDN
$20,000,000, shall be shared with the Ottawa Senators hockey club, (ii)
Palladium Corporation shall waive its rights (which waiver (except to the extent
of 20% of net proceeds from a liquidation of the Ottawa Senators hockey club
that would otherwise be distributable on equity) would terminate upon the Ottawa
Tax Option Exercise) under the Senators Lease to seek liquidated damages in the
event the Ottawa Senators hockey team relocates, and (iii) the right to seek
such liquidated damages under the Senators Lease shall be unsecured following
the Ottawa Tax Option Exercise, which amendments shall be in form and substance
satisfactory to Agents.
"Senators Hockey Team" means the Ottawa Senators hockey team and
related assets, including the National Hockey League franchise therefor.
"Senators Loans" means loans and other obligations of the Senators
Hockey Club to Company and its Subsidiaries in the original principal amount of
approximately CDN $61,200,000, to the extent such loans and obligations are
outstanding as of the Fifth Amendment Effective Date.
"SSE" means Senators Sports & Entertainment Ltd. (formerly Xxxxxx
Finance Corporation), a corporation incorporated under the laws of the Province
of Ontario.
"SSE II" means Senators Sports & Entertainment II Inc., a corporation
incorporated under the laws of the Yukon Territory and a wholly-owned Subsidiary
of SSE.
1.2 Provisions Relating to Negative Covenants.
A. Subsection 7.3 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) Company may make and own Investments consisting of
Indebtedness of SSE, SSE II, Ottawa Tax Operating Partnership and
Ottawa Tax Offering Partnership to Company arising out of the
guarantees by each of such entities of the Senators Loans as part of
the consummation of the Ottawa Tax Transaction."
B. Subsection 7.7 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (xi) thereof, (ii) deleting the "."
at the end of clause (xii) thereof and substituting therefor ";", and (iii)
adding at the end thereof the following new clause (xiii):
"(xiii) Company, as a Junior Lender (as such term is defined
in the Senators Senior Subordination Agreement) may, without further
consent of any Agent or any Lender (other than any consent otherwise
required of any Lender in its capacity as an applicable Opt-Out Lenders
under the applicable Opt-Out Facility Documents (as such terms are
defined in the Prepetition Credit Agreement)), consent to the
transactions contemplated under clauses (ii), (iii), (v), (vi) and
(vii) of the definition of "Ottawa Tax Transaction", in each case as
part of the consummation of the Ottawa Tax Transaction, so long as (a)
the Senators Lease shall not be terminated or otherwise amended or
modified in any respect (including any amendment or modification that
alters the legal, equitable or contractual rights of Xxxxx Palladium
Services (Canada) Inc. thereunder), except pursuant to the Ottawa Tax
Transaction Lease Amendment, (b) each of the transactions comprising
the Ottawa Tax Transaction, including the Ottawa Tax Option Exercise,
are consummated within 2 Business Days of the commencement thereof, (c)
documentation for the Ottawa Tax Transaction shall provide that a
portion of the proceeds of the Ottawa Tax Transaction satisfactory to
Agents shall be funded in reserve for the payment to Palladium
Corporation of obligations arising after the Fifth Amendment Effective
Date with respect to the Senators Lease (or otherwise owing to
Palladium Corporation), (d) documentation for the Ottawa Tax
Transaction shall provide that not less than CDN $2,700,000 of the
proceeds of the Ottawa Tax Transaction shall be applied on or about
June 15, 2003 to payment of amounts owed prior to the Fifth Amendment
Effective Date under the Senators Lease, and (e) not less than CDN
$42,000,000 (minus (x) amounts described in preceding clauses (c) and
(d) and (y) amounts (which amounts shall be satisfactory to Agents)
applied to repayment of outstanding senior debt of the Senators Hockey
Club) shall be applied to pay operating costs of the Ottawa Senators
hockey team from December 2002 through December 2003."
C. Subsection 7.7 of the Credit Agreement is hereby further amended by
adding immediately prior to the "." at the end of the last sentence thereof the
phrase "(it being understood that nothing in this sentence shall prohibit the
transactions permitted under subsection 7.7(xiii))."
D. Subsection 7.10 of the Credit Agreement is hereby amended by adding
immediately prior to the "." at the end thereof the following new proviso:
";provided, however, that no such consent of Agents or
Requisite Lenders shall be required under this subsection in connection
with the Ottawa Tax Transaction Lease Amendment."
E. Subsection 7.14A of the Credit Agreement is hereby amended by adding
immediately prior to the "." at the end thereof the following new proviso:
"; and provided further, however, that nothing in this
subsection 7.14A shall prohibit Company and its Subsidiaries from
consummating the Ottawa Tax Transaction."
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 Fifth 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.
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, the Third Amendment and the Fourth Amendment in all
respects, and (iii) confirms that the provisions of the First Amendment, the
Second Amendment, the Third Amendment and the Fourth Amendment are binding on
each of the Borrowers.
SECTION 4. MISCELLANEOUS
4.1 Covenant Re Amendment Fee.
Borrowers shall pay, no later than December 20, 2002, to Administrative
Agent for distribution to each Lender that has executed and delivered a
counterpart to this Amendment prior to 12:00 Noon (New York City time) on
December 19, 2002, the amendment fee described in clause (iv) of Section 4.6 of
this Amendment, regardless of whether the Fifth Amendment Effective Date has
occurred.
4.2 Reference to and Effect on the Credit Agreement and the Other
Loan Documents.
A. On and after the Fifth Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement", "thereunder", "thereof", "therein" 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.
4.3 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.
4.4 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.
4.5 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.
4.6 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 "Fifth
Amendment Effective Date"); provided, however, that the obligations contained in
Section 4.1 of this Amendment shall be effective upon execution of this
Amendment by Borrowers: (i) Borrower, each Subsidiary Guarantor, Lenders
constituting Requisite Lenders and Tranche B Lenders (in their capacity as
"Opt-Out Lenders" under the Prepetition Credit Agreement) having or holding more
than 50% of the aggregate "Opt-Out Facility Exposure" of all such Tranche B
Lenders with respect to the Senators Hockey Club, shall have each executed a
counterpart hereof; (ii) Company and Administrative Agent shall have received
written or telephonic notification of such execution and authorization of
delivery of such counterparts; (iii) Company 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 5:00
p.m. (New York City time) on December 18, 2002; (iv) Company shall have paid to
Administrative Agent, for distribution to each Lender that has executed and
delivered a counterpart to this Amendment prior to 12:00 Noon (New York City
time) on December 19, 2002, an amendment fee equal to 0.30% of the sum of such
Lender's Tranche A Loan Exposure and Tranche B Loan Exposure, in each case
calculated as of such date; and (v) Company shall have provided written evidence
reasonably satisfactory to Agents of the receipt of all necessary consents of
all other secured creditors of the Senators Hockey Club.
[Remainder oft/its 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 Schedule
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/ Xxxx X. Xxxxx
----------------------------------
Xxxx X. Xxxxx, Managing Director
Head of Workout
BAYERISCHE HYPO-UND VEREINSBANK AG,
as a Lender
By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Director
By: /s/ Xxxx X. Xxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director
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
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
MIZUHO CORPORATE BANK, LTD., NEW YORK
BRANCH
as a Lender
By: /s/ Katswya Xxxx
----------------------------------
Name: Katswya Xxxx
Title: Vice President
FLEET NATIONAL BANK,
as a Lender
By: /s/ Xxxxxxx X. X'Xxxxx
----------------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Senior Workout Officer
HSBC BANK USA,
as a Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: HSBC Bank USA
Vice President
JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan
Bank),
as a Lender
By: /s/ Xxxxxxx Lancia
----------------------------------
Name: Xxxxxxx Lancia
Title: Vice President
XXXXXXX XXXXX, XXXXXX & XXXXX,
INCORPORATED,
as a Lender
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
as Agent for BANK OF AMERICA, N.A.,
as a Lender
By: illegible
----------------------------------
Name:
Title:
SPECIAL SITUATIONS INVESTING GROUP,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
SUNTRUST BANK,
as a Lender
By: /s/ Xxxxxx X. Ways
----------------------------------
Name: Xxxxxx X. Ways
Title: Managing Director
THE BANK OF NEW YORK, as a Lender
By: /s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx, Xx.
Title: Director
THE TORONTO-DOMINION BANK,
as a Lender
By: /s/ Xxxx X. Xxxxx
----------------------------------
Name: Xxxx X. Xxxxx
Title: MGR. CR ADMIN.
UBS AG, STAMFORD BRANCH
as a Lender
By: /s/ Xxxxx Xxxxx
----------------------------------
Name: Xxxxx Xxxxx
Title: Director
Recovery Management
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Director
Recovery Management
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
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 Guarantora
1. Xxxxx Technology Services Corporation
2. Xxxxx Transition Corporation
