COVANTA HOLDING
CORPORATION
3.25% Cash Convertible Senior Notes
due 2014
FIRST SUPPLEMENTAL
INDENTURE
Dated as of June 10,
2009
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Trustee
THIS
FIRST SUPPLEMENTAL INDENTURE dated as of June 10, 2009 between
Covanta Holding Corporation, a Delaware corporation, as issuer (the
“ Company ”), and Wells Fargo Bank, National
Association, a national banking association, as trustee (the
“ Trustee ”).
WHEREAS, the
Company has heretofore entered into an Indenture, dated as of
May 22, 2009 (the “ Original Indenture ”),
with the Trustee;
WHEREAS,
Section 9.01 of the Original Indenture expressly permits the
Company and the Trustee to amend the Original Indenture or the
Notes without notice to or consent of the Holder of any Notes to,
among other things, add to the covenants of the Company for the
benefit of the Holders of the Notes;
WHEREAS, the
Company wishes to amend the Original Indenture without the consent
of the holders of any Notes in accordance with Section 9.01
thereof pursuant to this First Supplemental Indenture;
WHEREAS, the
Company has requested that the Trustee sign this First Supplemental
Indenture and has delivered to the Trustee the certificates and
opinions contemplated by Sections 9.06 and 11.04 of the
Original Indenture in connection with such request.
NOW, THEREFORE, in
consideration of the premises, the Company covenants and agrees
with the Trustee for the equal and proportionate benefit of the
holders from time to time of the Notes, as follows:
Section 1. Capitalized Terms
Capitalized terms
used herein without definition shall have the meanings assigned to
them in the Original Indenture.
Section 2. Amendments to the Original
Indenture
The Company and
the Trustee hereby agree to amend the Original Indenture in
accordance with Section 9.01 thereof as follows:
(a) The
definition of “Conversion Period” contained in
Section 1.01 of the Original Indenture is hereby deleted and
replaced in its entirety with the following text:
“Conversion
Period” means the period of fifty (50) consecutive
Settlement Period Trading Days:
(1) with respect
to Cash Conversion Notices received during the period beginning 55
Scheduled Trading Days preceding the Maturity Date, beginning on
and including the 53 rd Scheduled Trading Day immediately preceding the
Maturity Date;
2
(2) with respect
to cash conversions in connection with a Fundamental
Change:
(a) except if a
Holder has made an express and irrevocable election pursuant to
clause 2(b), beginning on and including the 53
rd Scheduled Trading Day immediately preceding the
Fundamental Change Repurchase Date relating to such Fundamental
Change; or
(b) if a Holder
has made an express and irrevocable election pursuant to such
Holder’s Cash Conversion Notice, beginning on and including
the third Settlement Period Trading Day immediately following the
Company’s receipt of such Holder’s Cash Conversion
Notice; and
(3) in all other
cases, beginning on and including the third Settlement Period
Trading Day immediately following the Company’s receipt of a
Holder’s Cash Conversion Notice.”
(b) The form
of Cash Conversion Notice included in the form of Note in
Exhibit A of the Original Indenture is hereby deleted and
replaced in its entirety with the following text:
3
