0000950137-09-004066 Sample Contracts

DATE: May 18, 2009 TO: Covanta Holding Corporation Fairfield, New Jersey ATTENTION: Treasurer TELEPHONE: 973-882-4193 FACSIMILE: 973-882-7234 FROM: [Bank Agent], acting as Agent for [Bank Name] TELEPHONE: [ ] SUBJECT: [Form of Cash Convertible Note...
Covanta Holding Corp • May 22nd, 2009 • Cogeneration services & small power producers

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between [Bank Name] (“Bank”), through its agent [Bank Agent] (the “Agent”), and Covanta Holding Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Master Agreement specified below. [Barclays Bank PLC is regulated by the Financial Services Authority. Barclays Bank PLC is not a member of the Securities Investor Protection Corporation (“SIPC”).]

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DATE: May 18, 2009 TO: Covanta Holding Corporation Fairfield, New Jersey ATTENTION: Treasurer TELEPHONE: 973-882-4193 FACSIMILE: 973-882-7234 FROM: [Bank Agent], acting as Agent for [Bank Name] TELEPHONE: [ ] SUBJECT: [Form of Warrant Transaction]
Covanta Holding Corp • May 22nd, 2009 • Cogeneration services & small power producers

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between [Bank Name] (“Bank”), through its agent [Agent Name] (the “Agent”), and Covanta Holding Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Master Agreement specified below. [Barclays Bank PLC is regulated by the Financial Services Authority. Barclays Bank PLC is not a member of the Securities Investor Protection Corporation (“SIPC”).]

COVANTA HOLDING CORPORATION PURCHASE AGREEMENT
Purchase Agreement • May 22nd, 2009 • Covanta Holding Corp • Cogeneration services & small power producers • New York

Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities Inc. As Representatives of the several Initial Purchasers named in Schedule 1 attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen:

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