Intercompany Subordination Agreement, dated as of March 28, 2012



 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, sue 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 

  
 5 








 
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. 
 [Remainder of page intentionally left blank] 


  
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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/ Bradford J. Helgeson         
		 	Name: Bradford J. Helgeson
		 	Title: Authorized Officer


  

			
	COVANTA HOLDING CORPORATION, A DELAWARE CORPORATION
		
	By:	 	/s/ Bradford J. Helgeson        
		 	Name: Bradford J. Helgeson
		 	Title: Vice President and Treasurer



  
 [Intercompany
Subordination Agreement] 








 
			
	 BANK OF AMERICA, N.A.,
 as Administrative Agent

		
	By:	 	/s/ Maria F. Maia         
		 	Name: Maria F. Maia
		 	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 Hudson 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 Lee, 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 Marion Land Corp., an Oregon corporation
		
	50.	  	Covanta Marion, Inc., an Oregon corporation
		
	51.	  	Covanta Mid-Conn, Inc., a Connecticut corporation
		
	52.	  	Covanta Montgomery, 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 Hudson 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 Warren Energy Resources Co., Limited Partnership, a Delaware limited partnership

By its General Partner Covanta Warren Holdings I, Inc.

		
	90.	  	Covanta Warren Holdings I, Inc., a Virginia corporation
		
	91.	  	Covanta Warren 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 O’Connor 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 Hudson 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.	  	8309 Tujunga Avenue Corp., a California corporation
		
	2.	  	Burney 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 Frederick/Carroll, 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.	  	Covanta Ince Park LLP, United Kingdom
		
	104.	  	Covanta Mauritius O&M Ltd., Cayman Islands
		
	105.	  	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 Pedro S.A., Costa Rica
		
	120.	  	Ince Park, LLP, United Kingdom
		
	121.	  	Ogden Energy (Gulf) Limited, Mauritius









			
		
	122.	  	Ogden Energy India (Bakreshwar) Ltd., Mauritius
		
	123.	  	Ogden Taiwan Investments Ltd., Mauritius
		
	124.	  	Olmec Insurance Ltd., Bermuda
		
	125.	  	Taixing Ogden-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.