exv4w1







Exhibit 4.1




Execution Version




 

 






COVANTA HOLDING CORPORATION




3.25% Cash Convertible Senior Notes due 2014




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of June 10, 2009




To




INDENTURE




Dated as of May 22, 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”).




WITNESSETH:




     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
53rd Scheduled Trading Day immediately preceding the Maturity Date;



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     (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 53rd
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:



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CASH CONVERSION NOTICE





	TO:	 	COVANTA HOLDING CORPORATION (the “Company”)

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee





          The undersigned registered owner of this Note hereby irrevocably exercises the option to cash
convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated
in accordance with the terms of the Indenture referred to in this Note, and directs that cash
payable upon such cash conversion and any Notes representing any unconverted principal amount
hereof, be issued and delivered to the registered holder hereof unless a different name has been
indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to
such terms in the Indenture. If any portion of this Note not converted is to be issued in the name
of a person other than the undersigned, the undersigned will provide the appropriate information
below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by
the undersigned on account of interest accompanies this Note.




          In the event that cash conversion is in connection with a Fundamental Change: The undersigned
registered owner of this Note expressly and irrevocably elects by checking the box to have the
Conversion Period begin on and include the third Settlement Period Trading Day immediately
following the Company’s receipt of this Cash Conversion Notice. The undersigned registered owner
of this Note hereby acknowledges that if it does not check the box, the Conversion Period will
begin on and include the 53rd Scheduled Trading Day immediately preceding the
Fundamental Change Repurchase Date relating to such Fundamental
Change. o




Dated: ______________________




	 	 	 	 	 
	 	
 	 
	 	 	 
	 	
 	 
	 	Signature(s) 	 
	 	 	 
	 	Signature(s) must be guaranteed by an “eligible
guarantor institution” meeting the requirements of
the Registrar, which requirements include membership
or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the
Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.
 	 
	 	 	 
	 	
 	 
	 	Signature Guarantee 	 
	 	 	 



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          Fill in the registration of Notes if to be delivered, and the person to whom cash is to be
made, if to be made, other than to and in the name of the registered holder:



Please print name and address




	 	 	 	 	 
	
 	 
	(Name) 	 
	 	 	 
	
 	 
	(Street Address) 	 
	 	 	 
	
 	 
	(City, State and Zip Code) 	 
	 	 	 
	Principal amount to be converted

(if less than all):

 	 
	 	 	 
	$	
 	 
	 
	Social Security or Other Taxpayer

Identification Number:

 	 
	
 	 


NOTICE: The signature on this Cash Conversion Notice must correspond with the name as written upon
the face of the Notes in every particular without alteration or enlargement or any change whatever.




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     Section 3. Miscellaneous Provisions





     (a) Ratification of Original Indenture. Except as expressly amended or supplemented hereby,
the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. The parties acknowledge that, pursuant
to Article 9 of the Original Indenture, this First Supplemental Indenture shall form a part of the
Original Indenture for all purposes, and every Holder of Notes previously or hereafter
authenticated and delivered under the Original Indenture shall be bound hereby.



     (b) Governing Law. This First Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.



     (c) Multiple Originals. The parties may sign any number of copies of this First Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this First Supplemental Indenture. The exchange of
copies of this First Supplemental Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this First Supplemental
Indenture as to the parties hereto and may be used in lieu of the original First Supplemental
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF
shall be deemed to be their original signatures for all purposes.



     (d) Severability Clause. In case any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such provision shall be
ineffective only to the extent of such invalidity, illegality or unenforceability.



     (e) Conflicts. To the extent of any inconsistency between the terms of the Original
Indenture or the Notes (including the reverse thereof) and this First Supplemental Indenture, the
terms of this First Supplemental Indenture will control.



     (f) No Responsibility of Trustee. The recitals contained in this First Supplemental
Indenture shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof or for the validity or sufficiency of this First
Supplemental Indenture.



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     IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly
executed as of the date first written above.



	 	 	 	 	 
	 	COVANTA HOLDING CORPORATION,

as Issuer

 	 
	 	By:  	/s/ Mark A. Pytosh
 	 
	 	 	Name:  	Mark A. Pytosh 	 
	 	 	Title:  	Executive Vice President and Chief

Financial Officer 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee

 	 
	 	By:  	/s/ Raymond Delli Calli
 	 
	 	 	Name:  	Raymond Delli Calli 	 
	 	 	Title:  	Vice President 	 
	 




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