0000950137-07-002316 Sample Contracts

PLEDGE AGREEMENT dated as of February 9, 2007 between COVANTA HOLDING CORPORATION and JPMORGAN CHASE BANK, N.A., as Collateral Agent
Pledge Agreement • February 15th, 2007 • Covanta Holding Corp • Cogeneration services & small power producers • New York

This PLEDGE AGREEMENT, dated as of February 9, 2007 (this “Agreement”), between COVANTA HOLDING CORPORATION (the “Pledgor”), and JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).

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INTERCOMPANY SUBORDINATION AGREEMENT
Intercompany Subordination Agreement • February 15th, 2007 • Covanta Holding Corp • Cogeneration services & small power producers • New York

This INTERCOMPANY SUBORDINATION AGREEMENT, dated as of February 9, 2007 (as may be amended, restated, supplemented, replaced or otherwise modified from time to time, the “Agreement”, is entered into by and among COVANTA ENERGY CORPORATION, a Delaware corporation (the “Company”), COVANTA HOLDING CORPORATION, a Delaware corporation (“Holding”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantor Subsidiaries under and as defined in the Credit Agreement (defined below) (collectively, the “Guarantor Subsidiaries,” and together with the Company and Holding, the “Covanta Parties”), CERTAIN OTHER SUBSIDIARIES OF COMPANY as Excluded Subsidiaries or Unrestricted Subsidiaries under and as defined in the Credit Agreement (defined below) (collectively, the “Non-Guarantor Subsidiaries”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as such term is defined in the Credit Agreement defined below).

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