INTERCOMPANY SUBORDINATION AGREEMENT
Exhibit 10.4
INTERCOMPANY SUBORDINATION AGREEMENT
This INTERCOMPANY SUBORDINATION AGREEMENT, dated as of March 28, 2012 (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 Non-Guarantor Subsidiaries under and as defined in the Credit Agreement (defined below) (collectively, the “Non-Guarantor Subsidiaries”) and BANK OF AMERICA, 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, the Permitted Hedge Agreements and the Permitted Cash Management 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, the Permitted Hedge Agreements and the Permitted Cash Management 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
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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.
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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
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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
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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
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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 the Termination Date, this Agreement shall terminate and be of no further force and effect.
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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/ Xxxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Authorized Officer | ||
| COVANTA HOLDING CORPORATION, A DELAWARE CORPORATION | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Vice President and Treasurer | ||
[Intercompany Subordination Agreement]
| BANK OF AMERICA, N.A., as Administrative Agent | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: Managing Director | ||
[Intercompany Subordination Agreement]
ANNEX A TO SIGNATURE PAGE
Guarantor Subsidiaries
| 1. | Capital Compost & Waste Reduction Services, LLC, a New York limited liability company By its Sole Member Covanta Berkshire Operations, Inc. | |
| 2. | Covanta 4Recovery I, LLC (f/k/a Covanta 4Recovery LLC), a Delaware limited liability company By its Sole Member Covanta ARC LLC | |
| 3. | Covanta 4Recovery II, LLC (f/k/a TransRiver II, LLC), a Delaware limited liability company By its Sole Member Covanta 4Recovery I, LLC | |
| 4. | Covanta 4Recovery, L.P. (f/k/a TransRiver Marketing Company, L.P.), a Delaware limited partnership By its General Partner and Managing Partner Covanta 4Recovery I, LLC By its Limited Partners Covanta 4Recovery I, LLC and Covanta 4Recovery II, LLC | |
| 5. | Covanta 4Recovery Portsmouth LLC (f/k/a TransRiver Portsmouth LLC), a Virginia limited liability company By its Sole Member Covanta 4Recovery, L.P. by its General Partner Covanta 4Recovery I, LLC and by its Limited Partners Covanta 4Recovery I, LLC and Covanta 4Recovery II, LLC | |
| 6. | Covanta 4Recovery Transfer Systems LLC (f/k/a TransRiver Transfer Systems LLC), a Delaware limited liability company By its Sole Member Covanta 4Recovery, L.P. by its General Partner Covanta 4Recovery I, LLC and by its Limited Partners Covanta 4Recovery I, LLC and Covanta 4Recovery II, LLC | |
| 7. | Covanta 4Recovery Waste LLC (f/k/a TransRiver Waste LLC), a Delaware limited liability company By its Sole Member Covanta 4Recovery, L.P. by its General Partner Covanta 4Recovery I, LLC and by its Limited Partners Covanta 4Recovery I, LLC and Covanta 4Recovery II, LLC | |
| 8. | Covanta Abington Transfer Solutions LLC, a Delaware limited liability company By its Sole Member Covanta ES, Inc. | |
| 9. | Covanta Alexandria/Arlington, Inc., a Virginia corporation | |
| 10. | Covanta ARC Company, a Delaware general partnership By its General Partners Covanta Ref-Fuel Management LLC and Covanta Ref-Fuel Management II, LLC By its Managing Partner Covanta Ref-Fuel Management LLC | |
| 11. | Covanta ARC Holdings, LLC, a Delaware limited liability company By its Sole Member Covanta Energy Corporation | |
| 12. | Covanta ARC LLC, a Delaware limited liability company By its Sole Member Covanta Ref-Fuel Holdings LLC | |
| 13. | Covanta B-3, LLC, a New York limited liability company By its Sole Member and Manager Covanta Berkshire Operations, Inc. | |
| 14. | Covanta Berkshire Holdings, Inc., a New York corporation | |
| 15. | Covanta Berkshire Operations, Inc., a New York corporation | |
| 16. | Covanta Capital District II LLC, a Delaware limited liability company By its Sole Member Covanta Capital District LLC | |
| 17. | Covanta Capital District LLC, a Delaware limited liability company By its Sole Member Covanta ARC LLC | |
| 18. | Covanta Capital District, L.P., a Delaware limited partnership By its General Partner and Managing Partner Covanta Capital District LLC By its Limited Partners Covanta Capital District LLC and Covanta Capital District II LLC | |
| 19. | Covanta Dade Metals Recovery LLC, a Florida limited liability company By its Sole Member Covanta Pasco, Inc. | |
| 20. | Covanta Development Company LLC, a Delaware limited liability company By its Sole Member Covanta ARC Company | |
| 21. | Covanta Energy Americas, Inc., a Delaware corporation | |
| 22. | Covanta Energy Asia, Inc., a Delaware corporation | |
| 23. | Covanta Energy Europe, Inc., a Delaware corporation | |
| 24. | Covanta Energy Group, Inc., a Delaware corporation | |
| 25. | Covanta Energy Marketing LLC, a Delaware limited liability company By its Sole Member Covanta Energy Corporation | |
| 26. | Covanta Energy Resource Corp., a Delaware corporation | |
| 27. | Covanta Energy Services, Inc., a Delaware corporation | |
| 28. | Covanta Engineering Services, Inc., a New Jersey corporation | |
| 29. | Covanta ES, Inc., a Delaware corporation | |
| 30. | Covanta Fairfax, Inc., a Virginia corporation | |
| 31. | Covanta Harrisburg, Inc., a Delaware corporation | |
| 32. | Covanta Haverhill Properties, Inc., a Massachusetts corporation | |
| 33. | Covanta Hawaii Energy LLC, a Hawaii limited liability company By its Sole Member Covanta Projects of Hawaii, Inc. | |
| 34. | Covanta Hempstead Company, a New York general partnership By its General Partners Covanta Hempstead LLC and Covanta Hempstead II, LLC By its Managing Partner Covanta Hempstead LLC | |
| 35. | Covanta Hempstead II, LLC, a Delaware limited liability company By its Sole Member Covanta Hempstead LLC | |
| 36. | Covanta Hempstead LLC, a Delaware limited liability company By its Sole Member Covanta ARC LLC | |
| 37. | Covanta Hennepin Energy Resource Co., Limited Partnership, a Delaware limited partnership By its General Partner Covanta Energy Resource Corp. | |
| 38. | Covanta Hillsborough, Inc., a Florida corporation | |
| 39. | Covanta Honolulu Resource Recovery Venture, a Hawaii General Partnership By its General Partners and Executive Committee Covanta Oahu Waste Energy Recovery, Inc. and Covanta Projects of Hawaii Inc. | |
| 40. | Covanta Xxxxxx Valley Renewable Energy LLC, a Delaware limited liability company By its Sole Member Covanta ES, Inc. | |
| 41. | Covanta Huntsville, Inc., an Alabama corporation | |
| 42. | Covanta Indianapolis, Inc., an Indiana corporation | |
| 43. | Covanta Kent, Inc., a Michigan corporation | |
| 44. | Covanta Lancaster, Inc., a Pennsylvania corporation | |
| 45. | Covanta Xxx, Inc., a Florida corporation | |
| 46. | Covanta Long Beach Renewable Energy Corp., a Delaware corporation | |
| 47. | Covanta Long Island, Inc., a Delaware corporation | |
| 48. | Covanta MacArthur Renewable Energy, Inc., a New York corporation | |
| 49. | Covanta Xxxxxx Land Corp., an Oregon corporation | |
| 50. | Covanta Xxxxxx, Inc., an Oregon corporation | |
| 51. | Covanta Mid-Conn, Inc., a Connecticut corporation | |
| 52. | Covanta Xxxxxxxxxx, Inc., Maryland corporation | |
| 53. | Covanta Oahu Waste Energy Recovery, Inc., a California corporation | |
| 54. | Covanta Onondaga Operations, Inc., a Delaware corporation | |
| 55. | Covanta Operations of Union LLC, a New Jersey limited liability company By its Sole Members and Managers Covanta Projects, Inc. and Covanta Waste to Energy, LLC | |
| 56. | Covanta OPW Associates, Inc., a Connecticut corporation | |
| 57. | Covanta OPWH, Inc., a Delaware corporation | |
| 58. | Covanta Palm Beach Renewable Energy LLC, a Delaware limited liability company By its Sole Member Covanta Energy Corporation | |
| 59. | Covanta Pasco, Inc., a Florida corporation | |
| 60. | Covanta Pinellas, Inc., a Florida corporation | |
| 61. | Covanta Pittsfield, LLC, a New York limited liability company By its Sole Member and Manager Covanta Berkshire Operations, Inc. | |
| 62. | Covanta Plymouth Energy Corp., a Delaware corporation | |
| 63. | Covanta Plymouth GP Corp., a Delaware corporation | |
| 64. | Covanta Plymouth Investments Corp., a Delaware corporation | |
| 65. | Covanta Plymouth, Inc., a Delaware corporation | |
| 66. | Covanta Power Development of Mauritius, Inc., a Delaware corporation | |
| 67. | Covanta Power Development, Inc., a Delaware corporation | |
| 68. | Covanta Power International Holdings, Inc., a Delaware corporation | |
| 69. | Covanta Power LLC, a Delaware limited liability company By its Sole Member Covanta Energy Corporation | |
| 70. | Covanta Projects of Hawaii, Inc., a Hawaii corporation | |
| 71. | Covanta Projects of Wallingford, L.P., a Delaware limited partnership By its General Partner Covanta OPW Associates, Inc. By its Limited Partner Covanta Wallingford Associates, Inc. | |
| 72. | Covanta Projects, Inc., a Delaware corporation | |
| 73. | Covanta Ref-Fuel Finance LLC (f/k/a Ref-Fuel Corp.), a Delaware limited liability company By its Sole Member Covanta ARC Holdings, LLC | |
| 74. | Covanta Ref-Fuel Holdings LLC, a Delaware limited liability company By its Sole Members MSW Energy Xxxxxx LLC and MSW Energy Erie LLC | |
| 75. | Covanta Ref-Fuel II LLC, a Delaware limited liability company By its Sole Member MSW Energy Holdings II LLC | |
| 76. | Covanta Ref-Fuel LLC (f/k/a Ref-Fuel LLC), a Delaware limited liability company By its Sole Member Covanta Ref-Fuel Finance, LLC | |
| 77. | Covanta Ref-Fuel Management II, LLC, a Delaware limited liability company By its Sole Member Covanta Ref-Fuel Management LLC | |
| 78. | Covanta Ref-Fuel Management LLC, a Delaware limited liability company By its Sole Member Covanta ARC LLC | |
| 79. | Covanta Renewable Energy Detroit, LLC, a Delaware limited liability company By its Sole Member Covanta RRS Holdings, Inc. | |
| 80. | Covanta Renewable Fuels LLC, a Delaware limited liability company By its Sole Member Covanta Energy Corporation | |
| 81. | Covanta Research & Technology, LLC, a Delaware limited liability company By its Sole Member Covanta Energy Corporation | |
| 82. | Covanta RRS Holdings, Inc., a Delaware corporation | |
| 83. | Covanta SECONN LLC, a Delaware limited liability company By its Sole Member Covanta ARC LLC | |
| 84. | Covanta Southeastern Florida Renewable Energy LLC, a Delaware limited liability company By its Sole Member Covanta Pasco, Inc. | |
| 85. | Covanta Stanislaus, Inc., a California corporation | |
| 86. | Covanta Sustainable Solutions, LLC (f/k/a Covanta Secure Services, LLC), a Delaware limited liability company By its Sole Member Covanta 4Recovery, L.P. by its General Partner Covanta 4Recovery I, LLC and by its Limited Partners Covanta 4Recovery I, LLC and Covanta 4Recovery II, LLC | |
| 87. | Covanta Systems, LLC, a Delaware limited liability company By its Sole Member Covanta Waste to Energy, LLC | |
| 88. | Covanta Wallingford Associates, Inc., a Connecticut corporation | |
| 89. | Covanta Xxxxxx Energy Resources Co., Limited Partnership, a Delaware limited partnership By its General Partner Covanta Xxxxxx Holdings I, Inc. | |
| 90. | Covanta Xxxxxx Holdings I, Inc., a Virginia corporation | |
| 91. | Covanta Xxxxxx Holdings II, Inc., a California corporation | |
| 92. | Covanta Waste to Energy of Italy, Inc., a Delaware corporation | |
| 93. | Covanta Waste to Energy, LLC, a Delaware limited liability company By its Sole Member Covanta Projects, Inc. | |
| 94. | Covanta WBH, LLC, a Delaware limited liability company By its Sole Member Covanta Lancaster, Inc. | |
| 95. | Covanta York Renewable Energy LLC, a Delaware limited liability company By its Sole Member and Manager Covanta ES, Inc. | |
| 96. | DSS Environmental, Inc., a New York corporation | |
| 97. | ECOvanta, LLC, a Delaware limited liability company By its Sole Member Covanta 4Recovery I, LLC | |
| 98. | LMI, Inc., a Massachusetts corporation | |
| 99. | M X’Xxxxxx LLC, a Delaware limited liability company By its Sole Member Covanta ES, Inc. | |
| 100. | Mount Kisco Transfer Station, Inc., a New York corporation | |
| 101. | MSW Energy Erie, LLC, a Delaware limited liability company By its Sole Member and Manager MWS Energy Holdings LLC | |
| 102. | MSW Energy Finance Co. II, Inc., a Delaware corporation | |
| 103. | MSW Energy Finance Co., Inc., a Delaware corporation | |
| 104. | MSW Energy Holdings II LLC, a Delaware limited liability company By its Sole Member and Manager Covanta ARC Holdings, Inc. | |
| 105. | MSW Energy Holdings LLC, a Delaware limited liability company By its Sole Member and Managing Member Covanta ARC Holdings, Inc. | |
| 106. | MSW Energy Xxxxxx LLC, a Delaware limited liability company By its Sole Member MSW Energy Holdings LLC | |
| 107. | MSW I Sub, LLC, a Delaware limited liability company By its Sole Member Covanta ARC Holdings, LLC | |
| 108. | OPI Quezon, LLC, a Delaware limited liability company By its Sole Member Covanta Power International Holdings, Inc. | |
| 109. | Peabody Monofill Associates, Inc., a Massachusetts corporation | |
| 110. | Recycling Industries Transfer Station, LLC, a New York limited liability company By its Sole Member and Manager Covanta 4Recovery, L.P. by its General Partner Covanta 4Recovery I, LLC and by its Limited Partners Covanta 4Recovery I, LLC and Covanta 4Recovery II, LLC | |
| 111. | TransRiver Philadelphia LLC, a Delaware limited liability company By its Sole Member and Manager Covanta 4Recovery, L.P. by its General Partner Covanta 4Recovery I, LLC and by its Limited Partners Covanta 4Recovery I, LLC and Covanta 4Recovery II, LLC | |
ANNEX B TO SIGNATURE PAGE
Non-Guarantor Subsidiaries
| 1. | 0000 Xxxxxxx Xxxxxx Corp., a California corporation | |
| 2. | Xxxxxx Mountain Power, a California corporation | |
| 3. | Central Valley Biomass Holdings, LLC, a Delaware limited liability company | |
| 4. | Central Valley Fuels Management, Inc., a Delaware corporation | |
| 5. | Covanta Babylon, Inc., a New York corporation | |
| 6. | Covanta Bessemer, Inc., a Delaware corporation | |
| 7. | Covanta Biofuels, Inc., a Delaware corporation | |
| 8. | Covanta Bristol, Inc., a Connecticut corporation | |
| 9. | Covanta Company of SEMASS, L.P., a Delaware limited partnership | |
| 10. | Covanta Connecticut (S.E.), LLC, a Delaware limited liability company | |
| 11. | Covanta Dade Investments, Inc., a Florida corporation | |
| 12. | Covanta Dade Power Corp., a Florida corporation | |
| 13. | Covanta Dade Renewable Energy Ltd., a Florida limited partnership | |
| 14. | Covanta Delano, Inc., a Delaware corporation | |
| 15. | Covanta Delaware Valley LLC, a Delaware limited liability company | |
| 16. | Covanta Delaware Valley II, LLC, a Delaware limited liability company | |
| 17. | Covanta Delaware Valley, L.P., a Delaware limited partnership | |
| 18. | Covanta Essex Company (formerly known as American Ref-Fuel Company of Essex County), a New Jersey corporation | |
| 19. | Covanta Essex LLC, a Delaware limited liability company | |
| 20. | Covanta Essex II, LLC, a Delaware limited liability company | |
| 21. | Covanta Xxxxxxxxx/Xxxxxxx, Inc., a Maryland corporation | |
| 22. | Covanta Hampton Roads LLC, a Virginia limited liability company | |
| 23. | Covanta Harford, Inc., a Maryland corporation | |
| 24. | Covanta Haverhill Associates, a Massachusetts corporation | |
| 25. | Covanta Haverhill, Inc., a Massachusetts corporation | |
| 26. | Covanta Huntington Limited Partnership, a Delaware corporation | |
| 27. | Covanta Huntington Resource Recovery One Corp., a Delaware corporation | |
| 28. | Covanta Huntington Resource Recovery Seven Corp., a Delaware corporation | |
| 29. | Covanta Hydro Operations West, Inc., a Delaware corporation | |
| 30. | Covanta Lake II, Inc., a Florida corporation | |
| 31. | Covanta Maine, LLC, an Illinois limited liability company | |
| 32. | Covanta Mendota Holdings, Inc., a Delaware corporation | |
| 33. | Covanta Mendota, L.P., a California limited partnership | |
| 34. | Covanta Niagara LLC, a Delaware limited liability company | |
| 35. | Covanta Niagara II, LLC, a Delaware limited liability company | |
| 36. | Covanta Niagara, L.P., a Delaware limited partnership | |
| 37. | Covanta Omega Lease, Inc., a Delaware corporation | |
| 38. | Covanta Onondaga Five Corp., a Delaware corporation | |
| 39. | Covanta Onondaga Four Corp., a Delaware corporation | |
| 40. | Covanta Onondaga Limited Partnership, a Delaware corporation | |
| 41. | Covanta Onondaga Three Corp., a Delaware corporation | |
| 42. | Covanta Onondaga Two Corp., a Delaware corporation | |
| 43. | Covanta Onondaga, Inc., a New York corporation | |
| 44. | Covanta Operations of SEMASS LLC, a Delaware limited liability company | |
| 45. | Covanta Operations of SEMASS II, LLC, a Delaware limited liability company | |
| 46. | Covanta Otay 3 Company, a California corporation | |
| 47. | Covanta Plymouth Renewable Energy Limited Partnership, a Delaware limited partnership | |
| 48. | Covanta Power Pacific, Inc., a California corporation | |
| 49. | Covanta Power Plant Operations, a California corporation | |
| 50. | Covanta SBR Associates, a Massachusetts corporation | |
| 51. | Covanta SEMASS LLC, a Delaware limited liability company | |
| 52. | Covanta SEMASS II, LLC, a Delaware limited liability company | |
| 53. | Covanta SEMASS, L.P., a Delaware limited partnership | |
| 54. | Covanta Southeastern Connecticut Company, a Connecticut corporation | |
| 55. | Covanta Southeastern Connecticut, L.P., a Delaware limited partnership | |
| 56. | Covanta Springfield, LLC, a New York limited liability company | |
| 57. | Covanta Union, Inc., a New Jersey corporation | |
| 58. | Covanta Waste to Energy Asia Investments, Mauritius | |
| 59. | Covanta Water Holdings, Inc., a Delaware corporation | |
| 60. | Covanta Water Systems, Inc., a Delaware corporation | |
| 61. | Generating Resource Recovery Partners L.P., a California limited partnership | |
| 62. | Haverhill Power, LLC, a Massachusetts corporation | |
| 63. | Koma Kulshan Associates LP, a California limited partnership | |
| 64. | Mt. Lassen Power, a California corporation | |
| 65. | Pacific Energy Operating Group, L.P., a California limited partnership | |
| 66. | Pacific Energy Resources Incorporated, a California corporation | |
| 67. | Pacific Hydropower Company, a California corporation | |
| 68. | Pacific Oroville Power, Inc., a California corporation | |
| 69. | Pacific Recovery Corporation, a California corporation | |
| 70. | Pacific Ultrapower Chinese Station, a California general partnership | |
| 71. | Pacific Wood Fuels Company, a California corporation | |
| 72. | Penstock Power Company, a California corporation | |
| 73. | SEMASS Partnership, a Massachusetts corporation | |
| 74. | South Fork Associates, L.P., a California limited partnership | |
| 75. | Stockton Landfill Gas LLC, a Delaware limited liability company | |
| 76. | Thermendota, Inc., a California corporation | |
| 77. | Bal-Sam India Holdings, Ltd., Mauritius | |
| 78. | Covanta Bangladesh Operating Ltd., Bangladesh | |
| 79. | Covanta Brig y Cwm Limited, United Kingdom | |
| 80. | Covanta Burnaby Renewable Energy, Inc., Canada | |
| 81. | Covanta Durham York Renewable Energy Limited Partnership, Canada | |
| 82. | Covanta Energy (Ireland) Limited, Ireland | |
| 83. | Covanta Energy (UK) Limited, United Kingdom | |
| 84. | Covanta Energy Asia Holdings Ltd., Mauritius | |
| 85. | Covanta Energy Asia Pacific Holdings, Ltd., China | |
| 86. | Covanta Energy Asia Pacific Ltd., Hong Kong | |
| 87. | Covanta Energy China (Delta) Ltd., Mauritius | |
| 88. | Covanta Energy China (Gamma) Ltd., Mauritius | |
| 89. | Covanta Energy India (Balaji) Limited, Mauritius | |
| 90. | Covanta Energy India (CBM) Ltd., Mauritius | |
| 91. | Covanta Energy India (Samalpatti) Ltd., Mauritius | |
| 92. | Covanta Energy India Private Ltd., India | |
| 93. | Covanta Energy International Investments Limited (f/k/a Covanta Energy India Investments, Ltd.), Mauritius | |
| 94. | Covanta Energy Limited, United Kingdom | |
| 95. | Covanta Energy Philippines Holdings, Inc., Philippines | |
| 96. | Covanta Europe Engineering Limited, Ireland | |
| 97. | Covanta Europe Holdings S.a.r.l., Luxembourg | |
| 98. | Covanta Europe Operations Limited, Ireland | |
| 99. | Covanta Five Ltd., Mauritius | |
| 100. | Covanta Four Ltd., Mauritius | |
| 101. | Covanta Gold River Renewable Energy Limited Partnership, Canada | |
| 102. | Covanta Holding Limited, United Kingdom | |
| 103. | Xxxxxxx Xxxx Xxxx XXX, Xxxxxx Xxxxxxx | |
| 104. | Xxxxxxx Xxxxxxxxx X&X Xxx., Xxxxxx Xxxxxxx | |
| 000. | Covanta One Ltd., Mauritius | |
| 106. | Covanta RBWM Ltd., United Kingdom | |
| 107. | Covanta Rookery South Ltd., United Kingdom | |
| 108. | Covanta Three Ltd., Mauritius | |
| 109. | Covanta Two Ltd., Mauritius | |
| 110. | Covanta UK Engineering Ltd., United Kingdom | |
| 111. | Covanta UK Operations Ltd., United Kingdom | |
| 112. | Covanta Waste to Energy Asia Limited, Hong Kong | |
| 113. | Covanta Waste to Energy Asia Ltd., Mauritius | |
| 114. | Dublin Waste to Energy (Holdings) Limited, Ireland | |
| 115. | Dublin Waste to Energy Limited, Ireland | |
| 116. | Edison (Bataan) Cogeneration Corporation, Philippines | |
| 117. | Enereurope Holdings III, B.V., Netherlands | |
| 118. | GOA Holdings Ltd., Mauritius | |
| 119. | Hidro Operaciones Don Xxxxx S.A., Costa Rica | |
| 000. | Xxxx Xxxx, XXX, Xxxxxx Xxxxxxx | |
| 121. | Xxxxx Energy (Gulf) Limited, Mauritius | |
| 122. | Xxxxx Energy India (Bakreshwar) Ltd., Mauritius | |
| 123. | Xxxxx Taiwan Investments Ltd., Mauritius | |
| 124. | Olmec Insurance Ltd., Bermuda | |
| 125. | Taixing Xxxxx-Yanjiang Cogeneration Co. Ltd., China | |
| 126. | TransRiver Canada Incorporated, Canada | |
EXHIBIT A
Intercompany Indebtedness
Master Intercompany Promissory Note dated March 28, 2012 made by each of the Covanta Parties.
