EX-4.3




 Exhibit 4.3 

Execution Version 
 ELEVENTH
SUPPLEMENTAL INDENTURE 
 THIS ELEVENTH SUPPLEMENTAL INDENTURE, dated as of November 30, 2021 (this “Supplemental
Indenture”), is by and between Covanta Holding Corporation, a Delaware corporation, as issuer (hereinafter sometimes called the “Company”), the parties that are signatories hereto as the Guarantors (each, a “Guaranteeing
Entity” and, collectively, the “Guaranteeing Entities”) and Wells Fargo Bank, National Association, a national banking association, as trustee (hereinafter sometimes called the “Trustee”). 

W I T N E S S E T H 
 WHEREAS,
the Company has heretofore entered into a Senior Indenture, dated as of January 18, 2007 (the “Original Indenture”), with the Trustee; 

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as may be amended and supplemented to the
date hereof, including by the Seventh Supplemental Indenture, dated as of August 25, 2020 (the “Seventh Supplemental Indenture”), pursuant to which 5.000% Senior Notes due 2030 (the “Notes”) were issued, is herein called the
“Indenture”; 
 WHEREAS, Section 8.3 of the Original Indenture provides that each Guarantor’s Securities Guarantee be
endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee and that the Indenture be executed on behalf of such Guarantor by one of its Officers; 

WHEREAS, Section 9.01(7) of the Seventh Supplemental Indenture with respect to the Notes, provides, inter alia, that, subject to
certain exceptions therein, the Indenture and the Notes may be amended or supplemented without the consent of the Holders of the Notes then outstanding to make any change to the Indenture that does not adversely affect the legal rights under the
Indenture of any Holder; 
 WHEREAS, in accordance with Section 11.4 of the Original Indenture, the Company has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each dated the date hereof, with respect to this Supplemental Indenture on the date hereof; 

WHEREAS, pursuant to Section 9.01 of the Seventh Supplemental Indenture with respect to the Notes, and Section 10.7 of the Original
Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and 
 WHEREAS, all of the conditions and
requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument enforceable in accordance with its terms have been performed and fulfilled by the parties hereto, and the execution and delivery hereof have been in all
respects duly authorized by the parties hereto. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually covenant and agree as follows: 

ARTICLE I 
 Defined Terms

 Section 1.1    Capitalized Terms. Capitalized terms used herein without being defined herein shall
have the meanings assigned to them in the Indenture or the Notes, as applicable. 











 Section 1.2 Certain Definitions. Any definitions used exclusively in the
provisions of the Indenture or Notes that are deleted pursuant to the amendments set forth in this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the
Notes. 
 ARTICLE II 

Guarantee 

Section 2.1 Agreement to be Bound. Each of the Guaranteeing Entities hereby agrees to become a party to the Indenture as a
Guarantor with respect to the Notes and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture with respect to the Notes. 

Section 2.2 Guarantee. Each Guaranteeing Entities agrees, on a joint and several basis with all the other Guaranteeing Entities,
to fully, unconditionally and irrevocably guarantee (the “Securities Guarantee”) to each Holder of the Notes and the Trustee the Notes or the obligations of the Company under the Notes and the Indenture with respect to the Notes pursuant
to Article VIII of the Original Indenture on a senior basis. 
 ARTICLE III 

Effectiveness 

Section 3.1 Effectiveness. 

(a) This Supplemental Indenture shall become a valid, binding and legal agreement enforceable in accordance with its terms on
each of the parties hereto and effective when executed by the parties hereto. 
 (b) All provisions of this Supplemental
Indenture shall be deemed to be incorporated in, and made part of, the Indenture with respect to the Notes and each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean
and be a reference to the Indenture as amended and supplemented by this Supplemental Indenture with respect to the Notes, unless the context otherwise requires. Upon becoming operative (and not before), the Indenture as amended and supplemented by
this Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. 
 ARTICLE IV

 Miscellaneous 

Section 4.1 Incorporation. All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part
of, the Indenture and the Notes. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. Notwithstanding the foregoing, to the extent that any of the terms of this
Supplemental Indenture are inconsistent with, or conflict with, the terms of the Indenture, the terms of this Supplemental Indenture shall govern. 

Section 4.2 Release of Guarantee. This Securities Guarantee shall be released in accordance with Section 10.2 of the
Indenture. 

  
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 Section 4.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 4.4 Successors. All agreements of
each of the Company and the Guaranteeing Entities in this Supplemental Indenture and the Notes shall bind its respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

Section 4.5 Multiple Originals. The parties may sign any number of copies of this 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 Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original 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. This Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means
of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including
relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned,
or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability
with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Supplemental Indenture
may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for
execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings. 

Section 4.6 Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of
this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 

Section 4.7 No Responsibility by Trustee. The Trustee assumes no responsibility for the correctness of the recitals herein
contained, which shall be taken as the statements of the Company. The Trustee makes no representations and shall have no responsibility as to the validity or sufficiency of this Supplemental Indenture or the due authorization and execution hereof by
the Company. 
 Section 4.8 Calculations. Except as otherwise provided herein, the Company shall be responsible for making all
calculations called for under this Supplemental Indenture and the Notes. The Company or its agents will make all such calculations in good faith and, absent manifest error, such calculations will be final and binding on Holders. The Company upon
request will provide a schedule of its calculations to the Trustee, and the Trustee is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will deliver a copy of such
schedule to any Holder upon the written request of such Holder. 

  
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 Section 4.9 U.S.A. Patriot Act. The parties hereto acknowledge that in
accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies
each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Supplemental Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to
satisfy the requirements of the U.S.A. Patriot Act. 
 Section 4.10 Force Majeure. In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation: (i) any act or provision of any present or future
law or regulation or governmental authority, (ii) any act of God, (iii) natural disaster, (iv) war, (v) terrorism, (vi) civil unrest, (vii) accidents, (viii) labor dispute, (ix) disease, (x) epidemic or pandemic,
(xi) quarantine, (xii) national emergency, (xiii) loss or malfunction of utility or computer software or hardware, (xiv) communications system failure, (xv) malware or ransomware or (xvi) unavailability of the Federal
Reserve Bank wire or telex system or other wire or other funds transfer systems, or (xvii) unavailability of any securities clearing system; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances. 
 Section 4.11 Waiver of
Jury Trial. EACH OF THE COMPANY, THE GUARANTEEING ENTITIES, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 
 Section 4.12 Ratification of Indenture; Supplemental
Indenture; Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Company hereby expressly reaffirms each of its obligations to indemnify the Trustee and
hold the Trustee harmless pursuant to Section 7.7 of the Original Indenture in connection with the Trustee’s execution and delivery of this Supplemental Indenture. 

[Remainder of page intentionally left blank.] 

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

					
	COVANTA HOLDING CORPORATION, as Company
		
	By:	 	/s/ Bradford Helgeson
		 	Name:	 	Bradford Helgeson
		 	Title:	 	Executive Vice President and Chief Financial Officer


 [Signature Pages to Supplemental Indenture] 











 
					
	COMPUTERSHARE TRUST COMPANY,
	N.A. as agent for WELLS FARGO BANK,
	NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Jessica Wudroms
		 	Name:	 	Jessica Wudroms
		 	Title:	 	Vice President


 [Signature Pages to Supplemental Indenture] 











 
					
	COVERT INTERMEDIATE, INC.
		
	By:	 	/s/ Nathalie Brabers
		 	Name:	 	Nathalie Brabers
		 	Title:	 	President
		
	By:	 	/s/ Ivana Milos
		 	Name:	 	Ivana Milos
		 	Title:	 	Secretary


 [Signature Pages to Supplemental Indenture] 











 
					
	COVANTA HUNTSVILLE , INC.
	ENVIRONMENTAL
	PHARMACEUTICALS, LLC
	COVANTA STANISLAUS, INC.
	COVANTA BRISTOL, INC.
	CHESAPEAKE WASTE SOLUTIONS LLC
	 COVANTA 4RECOVERY TRANSFER SYSTEMS LLC

COVANTA ABINGTON TRANSFER SOLUTIONS LLC

	COVANTA ARC LLC
	COVANTA CAMDEN GP, LLC
	COVANTA COMPANY OF SEMASS, LLC
	COVANTA DELAWARE VALLEY II, LLC
	COVANTA DELAWARE VALLEY OP, LLC
	COVANTA ENERGY AMERICAS, INC.
	COVANTA ENERGY GROUP, LLC
	COVANTA ENERGY MARKETING LLC
	COVANTA ENERGY, LLC
	 COVANTA ENVIRONMENTAL SOLUTIONS, LLC

COVANTA ESSEX II, LLC

	COVANTA ESSEX LLC
	COVANTA HARRISBURG, INC.
	COVANTA HEMPSTEAD II, LLC
	COVANTA HUNTINGTON , LLC
	COVANTA LONG BEACH RENEWABLE ENERGY CORP.
	COVANTA METALS MARKETING LLC
	COVANTA NIAGARA I, LLC
	COVANTA PLYMOUTH RENEWABLE ENERGY, LLC
	COVANTA POWER INTERNATIONAL HOLDINGS, INC.
	COVANTA PROJECTS, LLC
	COVANTA SECONN, LLC
	COVANTA SUSTAINABLE SOLUTIONS, LLC
	 COVANTA TULSA RENEWABLE ENERGY, LLC

COVANTA YORK RENEWABLE ENERGY LLC

	 MSW ENERGY FINANCE CO. II, INC.
  

each as a Guarantor

		
	By:	 	/s/ Bradford Helgeson
		 	Name:	 	Bradford Helgeson
		 	Title:	 	Executive Vice President and Chief Financial Officer


 [Signature Pages to Supplemental Indenture] 











 
					
	COVANTA DADE METALS RECOVERY LLC
	COVANTA DADE RENEWABLE ENERGY, LLC
	COVANTA HILLSBOROUGH, INC.
	COVANTA LAKE II, INC.
	COVANTA LEE, INC.
	COVANTA PASCO, INC.
	WASTE RECOVERY SOLUTIONS, LLC
	COVANTA HONOLULU RESOURCE RECOVERY VENTURE, LLC
	COVANTA INDIANAPOLIS, INC.
	COVANTA MONTGOMERY, INC.
	COVANTA HAVERHILL ASSOCIATES, LLC
	COVANTA HAVERHILL, INC.
	COVANTA KENT, INC.
	COVANTA OPERATIONS OF UNION, LLC
	COVANTA BABYLON, INC.
	COVANTA MACARTHUR RENEWABLE ENERGY, INC.
	INDUSTRIAL OIL TANK SERVICE CORPORATION GARCO, INC.
	COVANTA MARION LAND CORP.
	COVANTA MARION, INC .
	COVANTA LANCASTER, INC.
	COVANTA ALEXANDRIA/ARLINGTON, LLC
	COVANTA FAIRFAX, LLC
	 ADVANCED WASTE SERVICES OF INDIANA, LLC

COVANTA ENVIRONMENTAL SOLUTIONS

	 CARRIERS II, LLC
  

each as a Guarantor

		
	By:	 	/s/ Bradford Helgeson
		 	Name:	 	Bradford Helgeson
		 	Title:	 	Executive Vice President and Chief Financial Officer


 [Signature Pages to Supplemental Indenture] 











 
					
	SEMASS PARTNERSHIP
	  
 By: Covanta Company of SEMASS, LLC, its General
Partner

		
	By:	 	/s/ Bradford Helgeson
		 	Name:	 	Bradford Helgeson
		 	Title:	 	Executive Vice President and Chief Financial Officer
	  
 CAMDEN COUNTY ENERGY RECOVERY ASSOCIATES,
L.P.

	  
 By: Covanta Camden GP, LLC, its General
Partner

		
	By:	 	/s/ Bradford Helgeson
		 	Name:	 	Bradford Helgeson
		 	Title:	 	Executive Vice President and Chief Financial Officer


 [Signature Pages to Supplemental Indenture] 











 
					
	COVANTA HEMPSTEAD COMPANY
	
	By: Covanta ARC LLC, its partner
		
	By:	 	/s/ Bradford Helgeson
		 	Name:	 	Bradford Helgeson
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	By: Covanta Hempstead II, LLC, its partner
		
	By:	 	/s/ Bradford Helgeson
		 	Name:	 	Bradford Helgeson
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Pages to
Supplemental Indenture] 












 
					
	COVANTA DELAWARE VALLEY, L.P.
	
	By: Covanta ARC LLC, its General Partner
		
	By:	 	/s/ Bradford Helgeson
		 	Name:	 	Bradford Helgeson
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	COVANTA ESSEX COMPANY
	
	By: Covanta Essex LLC, its General Partner
		
	By:	 	/s/ Bradford Helgeson
		 	Name:	 	Bradford Helgeson
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	By: Covanta Essex II, LLC, its General Partner
		
	By:	 	/s/ Bradford Helgeson
		 	Name:	 	Bradford Helgeson
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Pages to
Supplemental Indenture]