8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 18, 2009

COVANTA HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-6732	95-6021257
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

40 Lane Road Fairfield, New Jersey	07004
(Address of principal executive offices)	(Zip Code)

(973) 882-9000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Purchase Agreement

     On May 18, 2009, Covanta Holding Corporation (the “Company”), entered into a purchase agreement (the “Purchase Agreement”) with the initial purchasers named therein (the “Initial Purchasers”), for whom Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. acted as representatives, to issue and sell $400 million aggregate principal amount of its 3.25% Cash Convertible Senior Notes due 2014 (the “Notes”) to the Initial Purchasers for resale to certain qualified institutional buyers in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted the Initial Purchasers an option to purchase up to an additional $60 million aggregate principal amount of Notes within 30 days of the date of the Purchase Agreement solely to cover over-allotments. The Purchase Agreement includes customary representations, warranties and covenants. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities.

     On May 22, 2009, the Company issued $400 million aggregate principal amount of the Notes. The Company estimates that the net proceeds from the offering of the Notes will be approximately $387.7 million, after payment of the Initial Purchasers’ commissions and estimated offering expenses.

     The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.

Indenture and the Notes

     The Notes are governed by an indenture, dated as of May 22, 2009 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee. A copy of the Indenture is attached hereto as Exhibit 4.1. The Indenture includes a form of Note.

      The Notes will pay interest semi-annually on June 1 and December 1 at a rate of 3.25% per annum, and will mature on June 1, 2014. Prior to March 1, 2014, the notes will be convertible into cash only upon specified events as set forth below and, thereafter, at any time, based on an initial conversion rate of 53.9185 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $18.55 or a 22.50% conversion premium based on the closing sale price of $15.14 per share of the Company’s common stock on the New York Stock Exchange on May 18, 2009. Upon cash conversion, the Company will deliver an amount of cash calculated over the applicable conversion period. The Company will not deliver common stock (or any other securities) upon conversion under any circumstances (subject to limited exception).

     Holders may convert their Notes prior to March 1, 2014 only under the following circumstances:

     (1) prior to March 1, 2014, on any date during any fiscal quarter commencing at any time after June 30, 2009 and only during such fiscal quarter if the last reported sale price of the Common Stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on such last trading day of the immediately preceding fiscal quarter;

     (2) upon the occurrence of specified corporate transactions;

     (3) upon the Company being party to a consolidation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of its assets pursuant to which the Common Stock would be converted into cash, securities and/or other property;

     (4) upon certain Fundamental Changes (as defined in the Indenture) to the Company; or

     (5) during any five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of Notes for each day of that period was less than 95% of the product of the closing price of the Common Stock on such day and the conversion rate per $1,000 principal amount of Notes.

     Upon a Fundamental Change, holders may require the Company to repurchase the Notes in whole or in part for cash at a price equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest to, but excluding, the applicable repurchase date.

     The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee, or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the entire principal amount of all the Notes, and the interest accrued on such Notes, including any Additional Interest (as defined in the Indenture), if any, to be immediately due and payable. In the case of an event of default relating to certain events of bankruptcy, insolvency or reorganization of the Company or a significant subsidiary, the principal amount of the Notes together with any accrued and unpaid interest thereon will automatically become and be immediately due and payable.

     The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture (which includes the form of Note), which is filed as Exhibit 4.1 and is incorporated herein by reference.

Cash Convertible Note Hedge and Warrant Transactions

     On May 18, 2009, the Company entered into privately negotiated cash convertible note hedge transactions (collectively, the “Cash Convertible Note Hedge Transactions”), relating to the notional number of shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), underlying the Notes with each of Barclays Capital Inc., as agent for Barclays Bank PLC, JPMorgan Securities, as agent for JPMorgan Chase Bank National Association and Citibank, N.A., (the “Option Counterparties”). The Company

also entered into privately negotiated warrant transactions (collectively, the “Warrant Transactions”) relating to the Common Stock with each of the Option Counterparties, pursuant to which the Company may be obligated to issue shares of Common Stock. The strike price of the Warrant Transactions is approximately $25.74 per share, which was 170% of the closing sale price of the Company’s Common Stock on May 18, 2009. The notional size of the Cash Convertible Note Hedge Transactions and Warrant Transactions may be automatically increased upon the Initial Purchasers’ exercise of their option to purchase additional Notes so that they also relate to the notional number of shares of the Common Stock underlying the additional Notes. The Cash Convertible Note Hedge Transactions were funded by the Company out of available cash. The net cost to the Company of the Cash Convertible Note Hedge Transactions and the Warrant Transactions was $50.8 million.

     The Cash Convertible Note Hedge Transactions are expected to reduce the potential exposure of the Company to cash payments in excess of the principal amount of the Notes that may be required to be paid on the cash conversion of the Notes. Although the Warrant Transactions could have a dilutive effect to the extent that the price of the Company’s common stock exceeds the applicable strike price of the warrants, from the Company’s perspective, however, the Cash Convertible Note Hedge Transactions and Warrant Transactions, taken together, will have the net economic effect of increasing the conversion price of the Notes.

     In connection with establishing their initial hedges of these Cash Convertible Note Hedge Transactions and Warrant Transactions, the Company was advised that the Option Counterparties and/or their respective affiliates expected to, concurrently with, or shortly after the pricing of the Notes, begin entering into various over-the-counter derivative transactions with respect to the Common Stock and/or purchase shares of the Common Stock in privately negotiated and/or open market transactions. The Option Counterparties and/or their respective affiliates may unwind these over-the-counter cash-settled derivative transactions with respect to the Common Stock and purchase shares of the Common Stock in open market transactions shortly following the pricing of the Notes. These transactions could have the effect of increasing or preventing a decline in the price of the Common Stock concurrently with or following the pricing of the Notes. In addition, the Option Counterparties and/or their respective affiliates expect to modify their hedge position from time to time by entering into or unwinding various derivative transactions with respect to the Common Stock and/or by purchasing or selling the Common Stock in secondary market transactions (and are likely to do so during any observation period related to the conversion of the Notes). These transactions and activities could have the effect of increasing, preventing a decline in or adversely impacting the value of the Common Stock and/or the value of the Notes.

     The Cash Convertible Note Hedge Transactions and the Warrant Transactions are separate transactions each entered into by the Company with the Option Counterparties, are not part of the terms of the Notes and will not change any holders’ rights under the Notes. Holders of the Notes will not have any rights with respect to the Cash Convertible Note Hedge Transactions or Warrant Transactions.

     The foregoing description of the Cash Convertible Note Hedge Transactions and Warrant Transactions is qualified in its entirety by reference to the form of confirmation relating to the Cash Convertible Note Hedge Transactions, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference and form of confirmation relating to the Warrant Transactions, which is attached hereto as Exhibits 10.3 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information in Item 1.01 above is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

     The information in Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired — Not Applicable

(b) Pro Forma Financial Information — Not Applicable

(c) Shell Company Transactions — Not Applicable

(d) Exhibits

Exhibit No.	Exhibit
4.1	Indenture dated May 22, 2009 by and among Covanta Holding Corporation and Wells Fargo Bank, National Association
10.1	Purchase Agreement dated May 18, 2009 by and among Covanta Holding Corporation and Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the several initial purchasers named therein
10.2	Form of Confirmation of Cash Convertible Note Hedge Transaction
10.3	Form of Confirmation of Warrant

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	May 22, 2009
COVANTA HOLDING CORPORATION (Registrant)
By:	/s/ Timothy J. Simpson
Name: Title:	Timothy J. Simpson Executive Vice President, General Counsel and Secretary

COVANTA HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
4.1	Indenture dated May 22, 2009 by and among Covanta Holding Corporation and Wells Fargo Bank, National Association
10.1	Purchase Agreement dated May 18, 2009 by and among Covanta Holding Corporation and Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the several initial purchasers named therein
10.2	Form of Confirmation of Cash Convertible Note Hedge Transaction
10.3	Form of Confirmation of Warrant

EX-4.1

Exhibit 4.1

Execution Version

COVANTA HOLDING CORPORATION

3.25% Cash Convertible Senior Notes due 2014

INDENTURE

Dated as of May 22, 2009

WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee

TABLE OF CONTENTS

	Page
ARTICLE 1 Definitions and Incorporation by Reference		1
SECTION 1.01. Definitions		1
SECTION 1.02. Incorporation by Reference of Trust Indenture Act		11
SECTION 1.03. Rules of Construction		12
ARTICLE 2 The Notes		12
SECTION 2.01. Designation, Amount and Issuance of Notes		12
SECTION 2.02. Form of the Notes		12
SECTION 2.03. Date and Denomination of Notes; Payment at Maturity; Payment of Interest		13
SECTION 2.04. Execution and Authentication		14
SECTION 2.05. Registrar and Paying Agent		15
SECTION 2.06. Paying Agent to Hold Money in Trust		15
SECTION 2.07. Noteholder Lists		16
SECTION 2.08. Exchange and Registration of Transfer of Notes; Restrictions on Transfer		16
SECTION 2.09. Replacement Notes		20
SECTION 2.10. Outstanding Notes		21
SECTION 2.11. Temporary Notes		21
SECTION 2.12. Cancellation		21
SECTION 2.13. Defaulted Interest		22
SECTION 2.14. CUSIP and ISIN Numbers		22
SECTION 2.15. Automatic Exchange from Restricted Global Note to Unrestricted Global Note		23
SECTION 2.16. Additional Notes		23
ARTICLE 3 Repurchase of Notes		24
SECTION 3.01. Repurchase at Option of Holders Upon a Fundamental Change		24
SECTION 3.02. Fundamental Change Company Notice		26
SECTION 3.03. Effect of Fundamental Change Repurchase Notice; Withdrawal		27

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	Page
SECTION 3.04. Deposit of Fundamental Change Repurchase Price		28
SECTION 3.05. Payment of Notes Tendered for Repurchase		28
SECTION 3.06. Notes Repurchased in Part		28
SECTION 3.07. Covenant to Comply with Securities Laws Upon Repurchase of Notes		29
ARTICLE 4 Covenants		29
SECTION 4.01. Payment of Notes		29
SECTION 4.02. Maintenance of Office or Agency		29
SECTION 4.03. Reports; 144A Information		30
SECTION 4.04. Existence		30
SECTION 4.05. Payment of Taxes and Other Claims		31
SECTION 4.06. Compliance Certificate		31
SECTION 4.07. Further Instruments and Acts		31
SECTION 4.08. Additional Interest Notification		31
SECTION 4.09. Statement by Officer as to Default		31
SECTION 4.10. Waiver of Stay, Extension or Usury Laws		32
ARTICLE 5 Successor Company		32
SECTION 5.01. When Company May Merge or Transfer Assets		32
SECTION 5.02. Successor to Be Substituted		33
SECTION 5.03. Opinion of Counsel to Be Given Trustee		33
ARTICLE 6 Defaults and Remedies		33
SECTION 6.01. Events of Default		33
SECTION 6.02. Acceleration		35
SECTION 6.03. Additional Interest		36
SECTION 6.04. Other Remedies		37
SECTION 6.05. Waiver of Past Defaults		37
SECTION 6.06. Control by Majority		38
SECTION 6.07. Limitation on Suits		38
SECTION 6.08. Rights of Noteholders to Receive Payment		39
SECTION 6.09. Collection Suit by Trustee		39

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	Page
SECTION 6.10. Trustee May File Proofs of Claim		39
SECTION 6.11. Priorities		39
SECTION 6.12. Undertaking for Costs		40
SECTION 6.13. Failure to Comply with Reporting Covenant		40
ARTICLE 7 Trustee		41
SECTION 7.01. Duties of Trustee		41
SECTION 7.02. Rights of Trustee		42
SECTION 7.03. Individual Rights of Trustee		43
SECTION 7.04. Trustee’s Disclaimer		43
SECTION 7.05. Notice of Defaults		43
SECTION 7.06. Reports by Trustee to Noteholders		44
SECTION 7.07. Compensation and Indemnity		44
SECTION 7.08. Replacement of Trustee		45
SECTION 7.09. Successor Trustee by Merger		45
SECTION 7.10. Eligibility; Disqualification		46
SECTION 7.11. Preferential Collection of Claims Against Company		46
ARTICLE 8 Discharge of Indenture		46
SECTION 8.01. Discharge of Liability on Notes		46
SECTION 8.02. Application of Trust Money		46
SECTION 8.03. Repayment to Company		47
SECTION 8.04. Reinstatement		47
ARTICLE 9 Amendments		47
SECTION 9.01. Without Consent of Noteholders		47
SECTION 9.02. With Consent of Noteholders		48
SECTION 9.03. Compliance with Trust Indenture Act		49
SECTION 9.04. Revocation and Effect of Consents and Waivers		49
SECTION 9.05. Notation on or Exchange of Notes		50
SECTION 9.06. Trustee to Sign Amendments		50

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	Page
ARTICLE 10 Cash Conversion of Notes		50
SECTION 10.01. Right to Cash Convert		50
SECTION 10.02. Cash Conversion Procedures; Settlement Upon Conversion; No Adjustment for Interest or Dividends		52
SECTION 10.03. Adjustment to Conversion Rate Upon a Non-Stock Change of Control		54
SECTION 10.04. Adjustment of Conversion Rate		55
SECTION 10.05. Effect of Reclassification, Consolidation, Merger or Sale		64
SECTION 10.06. Notice to Holders Prior to Certain Actions		65
SECTION 10.07. Shareholder Rights Plans		65
SECTION 10.08. Reserved		66
SECTION 10.09. Responsibility of Trustee		66
ARTICLE 11 Miscellaneous		66
SECTION 11.01. Trust Indenture Act Controls		66
SECTION 11.02. Notices		66
SECTION 11.03. Communication by Noteholders with Other Noteholders		67
SECTION 11.04. Certificate and Opinion as to Conditions Precedent		67
SECTION 11.05. Statements Required in Certificate or Opinion		67
SECTION 11.06. When Notes Disregarded		68
SECTION 11.07. Rules by Trustee, Paying Agent and Registrar		68
SECTION 11.08. Business Day		68
SECTION 11.09. GOVERNING LAW, WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND SERVICE		68
SECTION 11.10. No Recourse Against Others		69
SECTION 11.11. Successors		69
SECTION 11.12. Multiple Originals		69
SECTION 11.13. Table of Contents; Headings		69
SECTION 11.14. Severability Clause		69
SECTION 11.15. Calculations		70
SECTION 11.16. U.S.A. Patriot Act		70

Exhibit A — Form of Note

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          INDENTURE dated as of May 22, 2009 between COVANTA HOLDING CORPORATION, a Delaware corporation, as issuer (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).

          WHEREAS, the Company has duly authorized the creation of an issue of its 3.25% Cash Convertible Senior Notes due 2014 (the “Notes”), having the terms, tenor, amount and other provisions hereinafter set forth, and, to provide therefor, the Company has duly authorized the execution and delivery of this Indenture; and

          WHEREAS, all things necessary to make the Notes, when the Notes are duly executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid and binding agreement of the Company, in accordance with their and its terms, have been done and performed, and the execution of this Indenture and the issue hereunder of the Notes have in all respects been duly authorized,

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all holders of the Notes, as follows:

ARTICLE 1

Definitions and Incorporation by Reference

          SECTION 1.01.   Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act or which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the respective meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this Indenture. The words “herein”, “hereof”, “hereunder” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The terms defined in this Article include the plural as well as the singular.

          “Additional Interest” means all amounts, if any, payable pursuant to Section 6.03.

          “Additional Notes” has the meaning specified in Section 2.16.

          “Additional Notes Board Resolutions” means resolutions duly adopted by the Board of Directors and delivered to the Trustee in an Officers’ Certificate providing for the issuance of Additional Notes.

          “Additional Shares” has the meaning specified in Section 10.03(a).

          “Adjustment Event” has the meaning specified in Section 10.04(k).

          “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

          “Agent Members” has the meaning specified in Section 2.08(b)(vi).

          “Automatic Exchange” has the meaning specified in Section 2.15.

          “Automatic Exchange Notice” has the meaning specified in Section 2.15.

          “Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for the relief of debtors.

          “Bid Solicitation Agent” means the financial institution appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 10.01(6). The Bid Solicitation Agent appointed by the Company shall initially be the Trustee.

          “Board of Directors” means the Board of Directors of the Company or, other than in the case of the definition of “Continuing Directors,” any committee thereof duly authorized to act on behalf of such Board.

          “Business Day” has the meaning specified in Section 11.08.

          “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

          “Cash Conversion Notice” has the meaning specified in Section 10.02(a).

          “Cash Conversion Obligation” has the meaning specified in Section 10.01.

          “Cash Conversion Settlement Amount” has the meaning specified in Section 10.02(b).

          “Closing Sale Price” of Common Stock on any date means:

     (i) the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as

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reported in composite transactions for the principal U.S. securities exchange on which Common Stock is traded; or

     (ii) if Common Stock is not listed on a U.S. national or regional securities exchange, the last quoted bid price for Common Stock on that date in the over-the-counter market as reported by Pink OTC Markets Inc. or a similar organization; or

     (iii) if Common Stock is not so quoted by Pink OTC Markets Inc. or a similar organization, as determined by a nationally recognized securities dealer retained by the Company for that purpose.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Common Equity” of any Person means Capital Stock of such Person that is generally entitled to (i) vote in the election of directors of such Person or (ii) if such Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

          “Common Stock” means the Common Stock, par value $0.10 per share, of the Company, or such other capital stock into which the Company’s Common Stock is reclassified or changed.

          “Company” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the Trust Indenture Act, each other obligor on the indenture securities.

          “Continuing Director” means, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on the date of this Indenture; or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such new director’s nomination or election.

          “Conversion Agent” means the agency appointed by the Company to which Notes may be presented for conversion. The Conversion Agent appointed by the Company shall initially be the Trustee.

          “Conversion Date” has the meaning specified in Section 10.02(a).

          “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) with respect to cash conversions in connection with a Fundamental Change, beginning on and including the 53^rd Scheduled Trading Day immediately

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preceding the Fundamental Change Repurchase Date relating to such Fundamental Change; and

     (3) in all other cases, beginning on and including the third Settlement Period Trading Day following the Company’s receipt of a Holder’s Cash Conversion Notice.

          “Conversion Price” on any date of determination means $1,000 divided by the Conversion Rate as of such date.

          “Conversion Rate” has the meaning specified in Section 10.01.

          “Corporate Trust Office” means the office of the Trustee at which any particular time its corporate trust business shall be principally administered.

          “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

          “Daily Conversion Value” for each $1,000 principal amount of Notes for any Settlement Period Trading Day equals 1/50^th of the product of:

     (1) the Conversion Rate in effect on that Settlement Period Trading Day, multiplied by

     (2) the VWAP of Common Stock (or the consideration into which Common Stock has been converted in connection with certain corporate transactions) on that day.

          “declaration date” and “date of declaration” shall mean, with respect to a distribution by the Company to all or substantially all of its holders of Common Stock, the date on which the distribution has been authorized by the Board of Directors under applicable law.

          “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

          “Defaulted Interest” has the meaning specified in Section 2.13.

          “Depositary” means the clearing agency registered under the Exchange Act that is designated to act as the Depositary for the Global Notes. DTC shall be the initial Depositary, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor.

          “Determination Date” has the meaning specified in Section 10.04(k).

          “DTC” means The Depository Trust Company.

          “Effective Date” has the meaning specified in Section 10.03(a).

          “Event of Default” has the meaning specified in Section 6.01.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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          “Ex-Dividend Date” means, in respect of a dividend or distribution to holders of Common Stock, the first date upon which a sale of Common Stock does not automatically transfer the right to receive the relevant dividend or distribution from the seller of Common Stock to its buyer.

          “Expiration Date” has the meaning specified in Section 10.04(e).

          “Expiration Time” has the meaning specified in Section 10.04(e).

          “Fair Market Value” means the amount that a willing buyer would pay to a willing seller in an arms’ length transaction, as determined by the Board of Directors.

          “Full Interest Period” means a period of days during which interest accrues from, and including, an Interest Payment Date to, but excluding, the next Interest Payment Date.

          “Fundamental Change” shall be deemed to have occurred at such time after the original issuance of the Notes that any of the following occurs:

     (1) upon filing with the SEC of any Schedule TO, or any other schedule or form or report under the Exchange Act disclosing the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” becomes or has become the “beneficial owner” (as these terms are defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s Capital Stock that is at the time entitled to vote by the holder thereof in the election of the Board of Directors (or comparable body); provided, however, that such a filing will not constitute a Fundamental Change if the filing occurs in connection with a transaction (i) in which Common Stock is exchanged for common stock, depositary receipts of other certificates representing Common Equity interests in such beneficial owner and (ii) pursuant to which the holders of 50% or more of the total voting power of all shares of the Company’s Capital Stock entitled to vote generally in elections of directors immediately prior to such transaction have the right to exercise, directly or indirectly, 50% or more of the total voting power of all shares of such beneficial owner’s capital stock entitled to vote generally in elections of directors of such beneficial owner immediately after giving effect to such transaction;

     (2) the first day on which a majority of the members of the Board of Directors are not Continuing Directors;

     (3) the adoption of a plan relating to the liquidation or dissolution of the Company;

     (4) the consolidation or merger of the Company with or into any other “person” (as this term is used in Section 13(d)(3) of the Exchange Act), or the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the Company’s assets and those of its subsidiaries taken as a whole to any “person” (as this term is used in Section 13(d)(3) of the Exchange Act), other than:

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     (a) any transaction:

     (i) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s Capital Stock; and

     (ii) pursuant to which the holders of 50% or more of the total voting power of all shares of the Company’s Capital Stock entitled to vote generally in elections of directors of the Company immediately prior to such transaction have the right to exercise, directly or indirectly, 50% or more of the total voting power of all shares of the Company’s Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person (or any parent thereof) immediately after giving effect to such transaction; or

     (b) any merger primarily for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock of the surviving entity; or

     (5) the termination of trading of Common Stock, which will be deemed to have occurred if Common Stock or other common stock upon which the Cash Conversion Settlement Amount upon cash conversion will be based is neither listed for trading on a U.S. national securities exchange nor approved for quotation on any U.S. system of automated dissemination of quotations of securities prices, and no American Depositary Shares or similar instruments for such Common Stock are so listed or approved for listing or quotation in the United States.

     However, a Fundamental Change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clauses (1) or (4) above consists of shares of common stock, depositary receipts or other certificates representing Common Equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Cash Conversion Settlement Amount upon cash conversion of the Notes becomes based on such common stock, depositary receipts or other certificates representing Common Equity interests (and any rights attached thereto) and other applicable consideration.

          For purposes of this definition, whether a “person” is a “beneficial owner” shall be determined in accordance with Rule 13d-3 under the Exchange Act and “person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

          “Fundamental Change Company Notice” has the meaning specified in Section 3.02.

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          “Fundamental Change Repurchase Date” has the meaning specified in Section 3.01(a).

          “Fundamental Change Repurchase Notice” has the meaning specified in Section 3.01(c).

          “Fundamental Change Repurchase Price” has the meaning specified in Section 3.01(a).

          “Global Notes” has the meaning specified in Section 2.02.

          “Indenture” means this Indenture as amended or supplemented from time to time.

          “Initial Purchasers” means each of Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Calyon Securities (USA) Inc., Avondale Partners LLC and Deutsche Bank Securities Inc. (each, an “Initial Purchaser”).

          “interest” means, when used with reference to the Notes, any interest payable under the terms of the Notes, including Defaulted Interest, if any, Additional Interest, if any, and Reporting Additional Interest, if any.

          “Interest Payment Date” has the meaning specified in Section 2.03(c).

          “Issue Date” means the date of initial issuance of Notes pursuant to this Indenture.

          “Market Disruption Event” means, if Common Stock is listed on the NYSE or another U.S. national securities exchange, the occurrence or existence during the one-half hour period ending on the scheduled close of trading on any Trading Day of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in Common Stock on such exchange or in any options, contracts or future contracts relating to Common Stock on the primary market for the trading of such options, contracts or future contracts.

          “Maturity Date” means June 1, 2014.

          “Non-Stock Change of Control” means a transaction described under clause (1) or clause (4) of the definition of Fundamental Change (without regard to the proviso in clause (1) or clause (4)(a)(ii) of the definition of “Fundamental Change”) pursuant to which 10% or more of the consideration for Common Stock (other than cash payments for fractional shares, if applicable, and cash payments made in respect of dissenters’ appraisal rights) in such transaction consists of cash or securities (or other property) that are not shares of Common Stock, depositary receipts or other certificates representing Common Equity interests traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange.

          “Noteholder” or “Holder” means the Person in whose name a Note is registered on the Registrar’s books.

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          “Notes” means any Notes issued, authenticated and delivered under this Indenture, including any Global Notes.

          “NYSE” means the New York Stock Exchange.

          “Offering Memorandum” means the Offering Memorandum prepared by the Company and dated May 18, 2009 in relation to the sale of the Notes by the Initial Purchasers.

          “Officer” means the Chief Executive Officer, Chairman of the Board, the President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

          “Officers’ Certificate” means a certificate signed by two Officers. One of the officers executing an Officers’ Certificate in accordance with Section 4.06 shall be the chief executive officer, chief financial officer or chief operating officer of the Company.

          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

          “Paying Agent” has the meaning specified in Section 2.05.

          “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

          “Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

          “protected purchaser” has the meaning specified in Section 2.09.

          “Purchase Agreement” means the Purchase Agreement, dated May 18, 2009 among the Company and the Initial Purchasers relating to the offering and sale of the Notes.

          “Reference Property” has the meaning specified in Section 10.05.

          “Register” has the meaning specified in Section 2.05.

          “Registrar” has the meaning specified in Section 2.05.

          “Regular Record Date” means, with respect to any Interest Payment Date of the Notes, the May 15 and November 15 preceding the applicable June 1 and December 1 Interest Payment Date, respectively.

          “Reorganization Event” has the meaning specified in Section 10.05.

          “Reporting Additional Interest” has the meaning specified in Section 6.13.

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          “Resale Restriction Termination Date” has the meaning specified in Section 2.08(d).

          “Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of or familiarity with the particular subject.

          “Restricted Global Note” has the meaning specified in Section 2.15.

          “Restricted Securities” has the meaning specified in Section 2.08(c).

          “Rule 144A” means Rule 144A as promulgated under the Securities Act as it may be amended from time to time hereafter.

          “Schedule TO” means a Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Exchange Act.

          “Scheduled Trading Day” means any day on which the principal U.S. national securities exchange or market on which Common Stock is listed or admitted for trading is scheduled to be open for trading.

          “SEC” means the Securities and Exchange Commission.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Settlement Period Market Disruption Event” means:

     (i) a failure by the securities exchange or market referenced in the definition of Settlement Period Trading Day to open for trading during its regular trading session; or

     (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for Common Stock of an aggregate one-half hour of suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the NYSE or otherwise) in Common Stock or in any options, contracts or futures contracts relating to Common Stock.

          “Settlement Period Trading Day” means a day during which:

     (i) trading in Common Stock generally occurs on the principal U.S. national securities exchange or market on which Common Stock is listed or admitted for trading; and

     (ii) there is no Settlement Period Market Disruption Event;

provided, however, that if Common Stock is not traded on any U.S. national securities exchange or market, then Settlement Period Trading Day shall mean a day that the VWAP of Common Stock can be obtained.

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          “Significant Subsidiary” means any Subsidiary of the Company that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02(w) under Regulation S-X promulgated by the SEC.

          “Special Interest Payment Date” has the meaning specified in Section 2.13(a).

          “Special Record Date” has the meaning specified in Section 2.13(a).

          “Spin-Off” has the meaning specified in Section 10.04(c).

          “Stock Price” has the meaning specified in Section 10.03(b).

          “Stock Price Measurement Period” has the meaning specified in Section 10.01(1).

          “Subsidiary” of any specified person means any corporation at which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by such person , or by one or more other Subsidiaries, or by such person and one or more other Subsidiaries.

          “Successor Company” has the meaning specified in Section 5.01(a).

          “Trading Day” means a day during which:

     (i) the NYSE is open for trading, or if Common Stock is not listed on the NYSE, the principal U.S. national securities exchange on which Common Stock is listed is open for trading, and has a scheduled closing time of 4:00 p.m., New York City time (or the then standard closing time for regular trading on the relevant exchange or market) or if Common Stock is not so listed, any Business Day; and

     (ii) there is no Market Disruption Event.

          “Trading Price” per $1,000 principal amount of Notes on any date of determination shall be the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $5,000,000 aggregate principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from two independent nationally recognized securities dealers selected by the Company; provided that, if only one such bid can reasonably be obtained, then that one bid will be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 aggregate principal amount of Notes from an independent nationally recognized securities dealer, then the Trading Price per $1,000 principal amount of Notes will be deemed to be less than 95% of the product of the Closing Sale Price of Common Stock for such day and the applicable Conversion Rate.

          “Trading Price Measurement Period” has the meaning specified in Section 10.01(6).

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          “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect on the date of this Indenture.

          “Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

          “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

          “Unrestricted Global Note” has the meaning specified in Section 2.15.

          “Valuation Period” has the meaning specified in Section 10.04(c).

          “VWAP” of Common Stock on any Settlement Period Trading Day means such per share volume-weighted average price as is displayed on Bloomberg (or any successor service) page CVA<EQUITY>AQR in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Settlement Period Trading Day; or, if such price is not available, the VWAP means the market value per share of Common Stock on such Settlement Period Trading Day as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company.

          “Wholly Owned Subsidiary” means a Subsidiary of the Company, all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or another Wholly Owned Subsidiary.

          SECTION 1.02.   Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms have the following meanings:

          “Commission” means the SEC.

          “indenture securities” means the Notes.

          “indenture security holder” means a Noteholder.

          “indenture to be qualified” means this Indenture.

          “indenture trustee” or “institutional trustee” means the Trustee.

          “obligor” on the indenture securities means the Company and any other obligor on the indenture securities.

          All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

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          SECTION 1.03.   Rules of Construction. Unless the context otherwise requires:

          (1) a term has the meaning assigned to it;

          (2) “or” is not exclusive;

          (3) “including” means including without limitation; and

          (4) words in the singular include the plural and words in the plural include the singular.

ARTICLE 2

The Notes

          SECTION 2.01.   Designation, Amount and Issuance of Notes. The Notes shall be designated as “3.25% Cash Convertible Senior Notes due 2014.” The Notes initially will be issued in an aggregate principal amount not to exceed (i) $400,000,000 (up to $460,000,000 if the Initial Purchasers exercise their over-allotment option in full in accordance with the Purchase Agreement) plus (ii) such additional aggregate principal amount of Notes as may be issued from time to time as Additional Notes in accordance with Section 2.16 (except pursuant to Sections 2.04, 2.11 and 3.03 hereof). Upon the execution of this Indenture, or from time to time thereafter, Notes may be executed by the Company and delivered to the Trustee for authentication.

          SECTION 2.02.   Form of the Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Notes attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

          Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the custodian for the Global Notes or the Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

          So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Except as provided in Section

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2.08(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note.

          Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, cash conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of, interest on and premium, if any, on any Global Notes shall be made to the Depositary in immediately available funds.

          SECTION 2.03.   Date and Denomination of Notes; Payment at Maturity; Payment of Interest.

          (a) Date and Denomination. The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the form of Notes attached as Exhibit A hereto.

          (b) Payment at Maturity. The Notes shall mature on June 1, 2014, unless earlier cash converted or repurchased in accordance with the provisions hereof. On the Maturity Date, each Holder shall be entitled to receive on such date $1,000 in cash for each $1,000 principal amount of Notes, together with accrued and unpaid interest to, but not including, the Maturity Date. With respect to Global Notes, principal and interest will be paid to the Depositary in immediately available funds. With respect to any certificated Notes, principal and interest will be payable at the Company’s office or agency, which initially will be the office or agency of the Trustee. If the Maturity Date is not a Business Day, payment shall be made on the next succeeding Business Day, and no additional interest shall be accrue thereon.

          (c) Payment of Interest. Interest on the Notes will accrue at the rate of 3.25% per annum, from May 22, 2009 until the principal thereof is paid or made available for payment. Interest shall be payable on June 1 and December 1 of each year (each, an “Interest Payment Date”), commencing December 1, 2009, to the Person in whose name any Note is registered on the Register at 5:00 p.m., New York City time, on any Regular Record Date with respect to the applicable Interest Payment Date, except that the interest payable on the Maturity Date will be paid to the Person to whom the principal amount is paid. Notwithstanding the foregoing, any Notes or portion thereof surrendered for cash conversion after 5:00 p.m., New York City time on the Regular Record Date for an Interest Payment Date but prior to the applicable Interest Payment Date shall be accompanied by payment from the Holder, whether or not such Holder was the Holder of record on the relevant date, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made:

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     (i) with respect to conversions after 5:00 p.m., New York City time, on May 15, 2014;

     (ii) with respect to conversions during such period commencing on the date the Company has given notice of a Fundamental Change pursuant to Section 10.01(5) to, and including, the Business Day immediately preceding the corresponding Fundamental Change Repurchase Date; or

     (iii) with respect to any overdue interest, if overdue interest exists at the time of conversion with respect to such Notes.

              Interest on the Notes for a Full Interest Period will be computed on the basis of a 360 day year comprised of twelve 30 day months. Interest on the Notes for a period other than a Full Interest Period will be calculated on the basis of the actual number of days elapsed during the period and a 365 day year.

              The Company shall pay interest on:

     (i) any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its nominee;

     (ii) any Notes in certificated form having a principal amount of less than $5,000,000, by check mailed to the address of the Person entitled thereto as it appears in the Register, provided, however, that, at maturity, interest will be payable as described in Section 2.03(b); and

     (iii) any Notes in certificated form having a principal amount of $5,000,000 or more, by wire transfer in immediately available funds at the election of the holder of such Notes duly delivered to the trustee at least five Business Days prior to the relevant Interest Payment Date, provided, however, that, at maturity, interest will be payable as described in Section 2.03(b).

              If an Interest Payment Date is not a Business Day, payment shall instead be made on the next succeeding Business Day, and no additional interest shall accrue thereon.

              SECTION 2.04.   Execution and Authentication. One Officer shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

              A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. Upon the written order of the Company signed by an Officer, the Trustee shall authenticate a Note executed by the Company. The signature of the Trustee on the Note shall be conclusive evidence that the Note has been duly and validly authenticated under this Indenture. A Note shall be dated the date of its authentication.

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          The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

          SECTION 2.05.   Registrar and Paying Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Registrar shall keep a register of the Notes (the “Register”) and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The Company initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the Notes, (ii) the custodian with respect to the Global Notes, (iii) Conversion Agent and (iv) Bid Solicitation Agent.

          The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

          The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

          SECTION 2.06.   Paying Agent to Hold Money in Trust. Prior to each due date of the principal and interest on any Note, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary of the Company is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of any default by the Company in making any

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such payment. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

          SECTION 2.07.   Noteholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders and shall otherwise comply with Section 312(a) of the Trust Indenture Act. If the Trustee is not the Registrar, or to the extent otherwise required under the Trust Indenture Act, the Company shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders and the Company shall otherwise comply with Section 312(a) of the Trust Indenture Act.

          SECTION 2.08.   Exchange and Registration of Transfer of Notes; Restrictions on Transfer.

          (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time.

          Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.08, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

          Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding.

          All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

          All Notes presented or surrendered for registration of transfer or for exchange, repurchase or cash conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form

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satisfactory to the Company, and the Notes shall be duly executed by the holder thereof or his attorney duly authorized in writing.

          No service charge shall be made to any holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes.

          Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for cash conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

          (b) The following provisions shall apply only to Global Notes:

     (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture.

     (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and a successor Depositary has not been appointed by the Company within 90 calendar days, or (B) the Company, at its option, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to this Section 2.08(b)(ii) shall be so exchanged in whole and not in part.

     (iii) In addition, certificated Notes will be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default.

     (iv) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar, provided that pending completion of the exchange of a

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Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof.

     (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Company will promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons.

     (vi) Neither any members of, or participants in, the Depositary (the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Notes.

     (vii) At such time as all interests in a Global Note have been repurchased, cash converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased, cash converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the custodian for the Global Note, at the direction of the Trustee, to reflect such reduction.

              (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.08(c) to bear the Restricted Note Legend set forth in Exhibit A (the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.08(c) (including those set forth in the Restricted Note Legend in Exhibit A) unless such restrictions on transfer shall be waived by written consent of the Company following receipt of legal advice supporting the permissibility of the waiver of such

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transfer restrictions, and the holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.08(c), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein.

          (d) Until the date (the “Resale Restriction Termination Date”) that is (1) the date that is one year after the last date of the original issuance of the Notes and (2) such later date, if any, as may be required by applicable laws, any certificate evidencing a Restricted Security shall bear a legend in substantially the form set forth in Exhibit A, as the Restricted Note Legend, unless such Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Company in writing as set forth above, with written notice thereof to the Trustee.

          (e) In connection with any transfer of the Notes prior to the Resale Restriction Termination Date, the holder must complete and deliver the form of assignment set forth on the certificate representing the Note, with the appropriate box checked, to the Trustee (or any successor Trustee, as applicable).

          Any Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Restricted Note Legend set forth therein have been satisfied may, upon surrender of such Notes for exchange to the Registrar in accordance with the provisions of this Section 2.08, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by Section 2.08(c). If such Restricted Security surrendered for exchange is represented by a Global Note bearing the Restricted Note Legend, the principal amount of the legended Global Notes shall be reduced by the appropriate principal amount and the principal amount of a Global Note without a Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. The Company shall notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and, if applicable, promptly after a registration statement with respect to the Notes has been declared effective under the Securities Act.

          (f) Any Notes purchased by the Company may, at its option, be surrendered to the Trustee for cancellation, but may not be reissued or resold by the Company. Any Notes surrendered by the Company to the Trustee for cancellation may not be reissued or resold and will be promptly cancelled.

          The Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders of Notes and

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all payments to be made to Holders of Notes under the Notes shall be given or made only to or upon the order of the registered Holders of Notes (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depositary with respect to its Agent Members.

          (g) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

          SECTION 2.09.   Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Noteholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Noteholder (i) satisfies the Company or the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (iii) satisfies any other reasonable requirements of the Trustee. Such Noteholder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss, expense, claim or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Company and the Trustee may charge the Noteholder for their expenses in replacing a Note. In the case of any Note which has matured or is about to mature or has been properly tendered for repurchase on a Fundamental Change Repurchase Date (and not withdrawn), or is to be converted into cash, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Note, pay or authorize the payment of cash (without surrender thereof except in the case of a mutilated Notes) if the applicant for such cash payment shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence to their satisfaction of the destruction, loss or theft of such Notes and of the ownership thereof.

          Every replacement Note is an additional obligation of the Company.

          The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

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          SECTION 2.10.   Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those paid pursuant to Section 2.09 hereof, those delivered to it for cancellation and those described in this Section as not outstanding. A Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

          If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser.

          If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Fundamental Change Repurchase Date or Maturity Date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be repurchased or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Noteholders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

          SECTION 2.11.   Temporary Notes. Pending the preparation of Notes in certificated form, the Company may execute and the Trustee or an authenticating agent appointed by the Trustee shall, upon the written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Notes in certificated form, but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Notes shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Notes in certificated form. Without unreasonable delay, the Company will execute and deliver to the Trustee or such authenticating agent Notes in certificated form and thereupon any or all temporary Notes may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02 and the Trustee or such authenticating agent shall authenticate and make available for delivery in exchange for such temporary Notes an equal aggregate principal amount of Notes in certificated form. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Notes in certificated form authenticated and delivered hereunder.

          SECTION 2.12.   Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such canceled Notes in accordance with its customary procedures or deliver canceled Notes to the Company upon written request of the Company. The Company may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of this Indenture.

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          SECTION 2.13.   Defaulted Interest. Any interest on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of thirty calendar days, shall forthwith cease to be payable to the Holder on the Regular Record Date, and such defaulted interest and interest (to the extent lawful) on such defaulted interest at the annual rate borne by the Notes plus 1% (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Company at its election, in each case, as provided in clause (a) or (b) below:

          (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at 5:00 p.m., New York City time, on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note, upon which the Trustee may conclusively rely, and the date (not less than thirty calendar days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest which shall be not more than fifteen calendar days and not less than ten calendar days prior to the Special Interest Payment Date and not less than ten calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company, shall promptly cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given to each Noteholder, not less than ten calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at 5:00 p.m., New York City time, on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

          (b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

          (c) Subject to the foregoing provisions of this Section 2.13, each Note delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

          SECTION 2.14.   CUSIP and ISIN Numbers. The Company in issuing the Notes may use “CUSIP” and “ISIN” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of repurchase as a convenience to Noteholders;

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provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a repurchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such repurchase shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any changes to the CUSIP and ISIN numbers.

          SECTION 2.15.   Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note that is subject to restrictions set out in Section 2.08(c) (the “Restricted Global Note”) shall be automatically exchanged into beneficial interests in an unrestricted Global Note that is no longer subject to the restrictions set out in Section 2.08(c) (including removal of the legend set forth in Exhibit A) (the “Unrestricted Global Note”) without any action required by or on behalf of the Holder (the “Automatic Exchange”). In order to effect such exchange, the Company shall at least 15 days but not more than 30 days prior to the Resale Restriction Termination Date, deliver a notice of Automatic Exchange (an “Automatic Exchange Notice”) to each Holder at such Holder’s address appearing in the Note Register with a copy to the Trustee. The Automatic Exchange Notice shall identify the Notes subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note from which such Holders’ beneficial interests shall be transferred and (4) the “CUSIP” number of the Unrestricted Global Note into which such Holders’ beneficial interests shall be transferred. At the Company’s request on no less than five days’ prior notice, the Trustee shall deliver in the Company’s name and at its expense, the Automatic Exchange Notice to each Holder at such Holder’s address appearing in the Note Register; provided, however, that the Company shall have delivered to the Trustee a written order of the Company and an Officers’ Certificate requesting that the Trustee give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in the Automatic Exchange Notice as provided in the preceding sentence. As a condition to any such exchange pursuant to this Section 2.15, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability upon, an Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.15, the Registrar shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.15, the relevant Restricted Global Note shall be cancelled.

          SECTION 2.16.   Additional Notes. The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without notice to or the consent of the Noteholders, create and issue pursuant to this Indenture additional Notes (“Additional Notes”) having terms and conditions identical to those of the other outstanding Notes, except that Additional Notes may:

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          (a) have a different Issue Date from the Issue Date for other outstanding Notes;

          (b) have a different issue price than other outstanding Notes; and

          (c) have terms specified in the Additional Notes Board Resolutions for such Additional Notes making appropriate adjustments to this Article 2 and Exhibit A (and related definitions) applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws), which are not adverse in any material respect to the Holder of any outstanding Notes (other than such Additional Notes);

provided, no Additional Notes may be issued unless such Additional Notes are fungible with the Notes issued pursuant to the Purchase Agreement for U.S. federal income tax and securities laws purposes, as determined pursuant to an Opinion of Counsel; and provided further, that the Additional Notes have the same CUSIP number as other outstanding Notes. No Additional Notes may be issued if on the Issue Date therefor any Event of Default has occurred and is continuing.

          The Notes originally issued pursuant to the Purchase Agreement and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, offers to purchase and United States federal tax purposes.

          With respect to any issuance of Additional Notes, the Company shall deliver to the Trustee a resolution of the Board of Directors and an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information:

          (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

          (ii) the Issue Date, issue price, amount of interest accrued and payable on the first Interest Payment Date, the first Interest Payment Date, the CUSIP number and corresponding ISIN of such Additional Notes; and

          (iii) such matters as shall be applicable to such Additional Notes as described in paragraph (c) of the second preceding paragraph.

ARTICLE 3

Repurchase of Notes

          SECTION 3.01.   Repurchase at Option of Holders Upon a Fundamental Change

          (a) If there shall occur a Fundamental Change at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, for which such Holder has properly delivered and not withdrawn a Fundamental Change Repurchase Notice on a date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than twenty Business Days and more than

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thirty-five Business Days after the date of the Fundamental Change Company Notice related to such Fundamental Change at a cash repurchase price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date, subject to the satisfaction by the holder of the requirements set forth in Section 3.01(c); provided that if such Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, then the interest payable on such Interest Payment Date shall be paid on such Fundamental Change Repurchase Date to the holders of record of the Notes on the applicable Regular Record Date instead of the holders surrendering the Notes for repurchase on such date.

          (b) On or before the fifth calendar day after the occurrence of a Fundamental Change, the Company shall mail or cause to be mailed to all Holders of record of the Notes on the date of the Fundamental Change at their addresses shown in the Register (and to beneficial owners of the Notes to the extent required by applicable law) a Fundamental Change Company Notice as set forth in Section 3.02 with respect to such Fundamental Change. The Company shall also deliver a copy of the Fundamental Change Company Notice to the Trustee and the Paying Agent at such time as it is mailed to Holders of Notes. Simultaneously with the mailing of such Fundamental Change Company Notice, the Company shall disseminate a press release containing the relevant information and make such information available on the Company’s website or through another public medium as the Company may use at such time.

          No failure of the Company to give the foregoing notices and press release and no defect therein shall limit the repurchase rights of Holders of Notes or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.01.

          (c) For Notes to be repurchased at the option of the Holder, the Holder must deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date, a written notice of the Holder’s exercise of its repurchase right (the “Fundamental Change Repurchase Notice”). The Fundamental Change Repurchase Notice must state the following:

     (A) the certificate number of the Notes which the holder will deliver to be repurchased (if the Notes are certificated) or appropriate Depositary information in accordance with appropriate Depositary procedures (if the Notes are represented by a Global Note);

     (B) the portion of the principal amount of the Notes which the holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and

     (C) that such Notes shall be repurchased by the Company pursuant to the terms and conditions specified in the Notes and in this Indenture.

         The Fundamental Change Repurchase Notice must be accompanied by such Notes duly endorsed for transfer (if the Notes are certificated) or book-entry transfer of such Notes (if such Notes are represented by a Global Note). The delivery of such Notes to the Paying Agent

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with, or at any time after delivery of, the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided, however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 3.01 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Fundamental Change Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Notes for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error.

          (d) The Company shall repurchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.

          (e) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

          Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.01 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Fundamental Change Repurchase Date and the time of the book-entry transfer or delivery of the Notes.

          SECTION 3.02. Fundamental Change Company Notice. In connection with any repurchase of Notes due to a Fundamental Change, the Company shall, on or before the fifth calendar day after the occurrence of such Fundamental Change, give notice to Holders (with a copy to the Trustee and the Paying Agent) setting forth information specified in this Section 3.02 (the “Fundamental Change Company Notice”).

          Each Fundamental Change Company Notice shall:

     (1) state the Fundamental Change Repurchase Price and the Fundamental Change Repurchase Date to which the Fundamental Change Company Notice relates;

     (2) state the circumstances constituting the Fundamental Change;

     (3) state that the Fundamental Change Repurchase Price will be paid in cash;

     (4) state that Holders must exercise their right to elect repurchase prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date;

     (5) include a form of Fundamental Change Repurchase Notice;

     (6) state the name and address of the Paying Agent and the Conversion Agent;

     (7) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Repurchase Price;

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     (8) state that a Holder may withdraw its Fundamental Change Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.03;

     (9) state the Notes are then cash convertible, the then applicable Conversion Rate, and the expected changes in the Conversion Rate resulting from such Fundamental Change transaction;

     (10) state that Notes as to which a Fundamental Change Repurchase Notice has been given may be cash converted only if the Fundamental Change Repurchase Notice is withdrawn in accordance with the terms of this Indenture;

     (11) state the amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the Fundamental Change Repurchase Date; and

     (12) state the CUSIP number of the Notes.

A Fundamental Change Company Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided, that the text of the Fundamental Change Company Notice shall be prepared by the Company.

          SECTION 3.03. Effect of Fundamental Change Repurchase Notice; Withdrawal. Upon receipt by the Paying Agent of the Fundamental Change Repurchase Notice specified in Section 3.01, the holder of the Notes in respect of which such Fundamental Change Repurchase Notice was given shall (unless such Fundamental Change Repurchase Notice is validly withdrawn in accordance with the following paragraph) thereafter be entitled to receive solely the Fundamental Change Repurchase Price with respect to such Notes. Such Fundamental Change Repurchase Price shall be paid to such Holder, subject to receipt of funds and/or the Notes by the Paying Agent, promptly following the later of (x) the Fundamental Change Repurchase Date with respect to such Notes (provided the Holder has satisfied the conditions in Section 3.01) and (y) the time of book-entry transfer or delivery of such Notes to the Paying Agent by the Holder thereof in the manner required by Section 3.01. The Notes in respect of which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be cash converted pursuant to Article 10 hereof on or after the date of the delivery of such Fundamental Change Repurchase Notice unless such Fundamental Change Repurchase Notice has first been validly withdrawn.

          A Fundamental Change Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date specifying:

     (a) the certificate number of the Notes in respect of which such notice of withdrawal is being submitted (if the Notes are certificated), or the appropriate Depositary information in accordance with appropriate Depositary procedures (if the

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Notes in respect of which such notice of withdrawal is being submitted is represented by a Global Note);

     (b) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted; and

     (c) the principal amount, if any, of such Notes which remains subject to the original Fundamental Change Repurchase Notice and which has been or will be delivered for repurchase by the Company.

          If a Fundamental Change Repurchase Notice is properly withdrawn, the Company shall not be obligated to repurchase the Notes listed in such Fundamental Change Repurchase Notice.

          SECTION 3.04. Deposit of Fundamental Change Repurchase Price. On or prior to the Fundamental Change Repurchase Date, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, shall set aside, segregate and hold in trust as provided in Section 2.06) an amount of cash in immediately available funds sufficient to repurchase on the Fundamental Change Repurchase Date all the Notes (or portions thereof) tendered for repurchase at the aggregate Fundamental Change Repurchase Price together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date; provided that if such payment is made on the Fundamental Change Repurchase Date, it must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. If any Notes tendered for repurchase are cash converted in accordance with Article 10 prior to such Fundamental Change Repurchase Date, any money deposited with the Paying Agent or so segregated and held in trust for the repurchase of such Notes shall be paid to the Company or, if then held by the Company, shall be discharged from such trust.

          SECTION 3.05. Payment of Notes Tendered for Repurchase. If on the Fundamental Change Repurchase Date the Paying Agent holds cash sufficient to pay the Fundamental Change Repurchase Price of the Notes that Holders have elected to require the Company to repurchase in accordance with Section 3.01, then, on the Fundamental Change Repurchase Date, such Notes will cease to be outstanding, interest will cease to accrue on such Notes and all other rights of the holders of such Notes will terminate, other than the right to receive the Fundamental Change Repurchase Price and previously accrued and unpaid interest upon delivery or book-entry transfer of the Notes. This will be the case whether or not book-entry transfer of the Notes has been made or the Notes has been delivered to the Paying Agent.

          If any Notes that holders have elected to require the Company to repurchase in accordance with Section 3.01 shall not be so paid on the Fundamental Change Repurchase Date, the Company shall pay interest (to the extent lawful) on the overdue Fundamental Change Repurchase Price at the annual rate borne by the Notes plus 1%, and the Notes shall remain convertible into cash in accordance with Article 10 until the Fundamental Change Repurchase Price and interest shall have been paid or duly provided for.

          SECTION 3.06. Notes Repurchased in Part. Upon presentation of any Notes repurchased only in part, the Company shall execute, and the Trustee shall authenticate and make

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available for delivery to the Holder thereof at the expense of the Company, a new Note or Notes of any authorized denomination, in aggregate principal amount equal to the unrepurchased portion of the Notes presented.

          SECTION 3.07. Covenant to Comply with Securities Laws Upon Repurchase of Notes. The Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act that may be applicable at the time of the offer to repurchase the Notes, file the related Schedule TO or any other schedule required in connection with any offer by the Company to repurchase the Notes and comply with all other federal and state securities laws in connection with any offer by the Company to repurchase the Notes.

ARTICLE 4

Covenants

          SECTION 4.01. Payment of Notes. The Company shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Noteholders on that date pursuant to the terms of this Indenture.

          The Company shall pay interest (to the extent lawful) on overdue principal at the annual rate of 1% above the then applicable interest rate from the required payment date.

          SECTION 4.02. Maintenance of Office or Agency. The Company will maintain an office or agency in the Borough of Manhattan, The City of New York, where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or for cash conversion or repurchase and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. As of the date of this Indenture, such New York City office is located at the office of the Trustee located at 45 Broadway, 14^th Floor, New York, NY 10006 Attention: Corporate Trust Services and, at any other time, at such other address as the Trustee may designate from time to time by notice to the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

          The Company may also from time to time designate co-registrars and one or more offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

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          So long as the Trustee is the Registrar, the Trustee agrees to mail, or cause to be mailed, the notices set forth in Section 7.08. If co-registrars have been appointed in accordance with this Section, the Trustee shall mail such notices only to the Company and the Noteholders it can identify from its records.

          SECTION 4.03. Reports; 144A Information.

          (a) The Company shall deliver to the Trustee, within fifteen calendar days after it would have been required to file them with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), copies of the Company’s annual reports on Form 10-K and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall continue to provide the Trustee with reports containing substantially the same information as would have been required to be filed with the SEC had it continued to have been subject to such reporting requirements. In such event, such reports shall be provided at the times the Company would have been required to provide reports had the Company continued to have been subject to such reporting requirements. The Company also shall comply with the other provisions of Section 314(a) of the Trust Indenture Act. Documents filed by the Company with the SEC via the EDGAR system will be deemed furnished to the Trustee as of the time such documents are filed via EDGAR, provided that the Trustee shall have no duty to determine if such filing has occurred.

          (b) The Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, make available to any holder or beneficial holder of Notes which continue to be Restricted Securities and any prospective purchaser of Notes designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes, until such time as such securities are not longer “restricted securities” within the meaning of Rule 144 under the Securities Act.

          Delivery of such reports, information and documents to the Trustee is for information purposes only and Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.

          SECTION 4.04. Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory); provided that the Company shall not be required to preserve any such right if the Company shall determine that the preservation thereof is no longer desirable in the conduct of

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the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders of Notes.

          SECTION 4.05. Payment of Taxes and Other Claims. The Company will pay or discharge, or cause to be paid or discharged, before the same may become delinquent:

     (i) all taxes, assessments and governmental charges levied or imposed upon the Company or any Significant Subsidiary of the Company or upon the income, profits or property of the Company or any Significant Subsidiary of the Company;

     (ii) all claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon the property of the Company or any Significant Subsidiary of the Company; and

     (iii) all stamp taxes and other duties, if any, which may be imposed by the United States or any political subdivision thereof or therein in connection with the issuance, transfer, exchange, cash conversion or repurchase of any Notes or with respect to this Indenture;

provided that, in the case of clauses (i) and (ii), the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim (A) if the failure to do so will not, in the aggregate, have a material adverse impact on the Company, or (B) if the amount, applicability or validity is being contested in good faith by appropriate proceedings.

          SECTION 4.06. Compliance Certificate. The Company shall deliver to the Trustee within one-hundred twenty calendar days after the end of each fiscal year of the Company a certificate of the principal executive officer, principal financial officer or principal accounting officer of the Company, stating whether or not, to the knowledge of such officer, any Default or Event of Default occurred during such period and if so, describing each Default or Event of Default, its status and the action the Company is taking or proposes to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the Trust Indenture Act.

          SECTION 4.07. Further Instruments and Acts. The Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

          SECTION 4.08. Additional Interest Notification. If Additional Interest or Reporting Additional Interest, as applicable, is payable by the Company, the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest or Reporting Additional Interest, as applicable, that is payable and (ii) the date on which such Additional Interest or Reporting Additional Interest, as applicable, is payable. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest or Reporting Additional Interest, as applicable, is payable.

          SECTION 4.09. Statement by Officer as to Default. The Company shall deliver to the Trustee, promptly and in any event within thirty calendar days after the Company becomes

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aware of the occurrence of any Event of Default or Default, an Officers’ Certificate setting forth the details of such Event of Default or Default, its status and the action which the Company proposes to take with respect thereto. Except with respect to receipt of Note payments and any Default or Event of Default information contained in the Officers’ Certificate delivered pursuant to this Section 4.09, the Trustee shall have no duty to review, ascertain or confirm the Company’s compliance with, or breach of any representation, warranty or covenant made in this Indenture.

          SECTION 4.10. Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time; the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 5

Successor Company

          SECTION 5.01. When Company May Merge or Transfer Assets. The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its property and assets to another Person unless:

          (a) either (i) the Company is the surviving corporation or (ii) if the Company is not the surviving corporation, the resulting, surviving or transferee person (the “Successor Company”) is a corporation or limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia and the Successor Company assumes, by a supplemental indenture in a form reasonably satisfactory to the Trustee, all of the Company’s obligations under the Notes and this Indenture;

          (b) immediately after giving effect to the transaction described above, no Default or Event of Default has occurred and is continuing;

          (c) if as a result of such transaction, the Notes become cash convertible based upon common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of the Company or such successor under the Notes and this Indenture; and

          (d) the Company has delivered to the Trustee the Officers’ Certificate and Opinion of Counsel pursuant to Section 5.03, each stating that such consolidation or merger or sale, lease, transfer, conveyance or other disposition of property and assets complies with this Article 5.

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          (e) For purposes of this Section 5.01, the sale, lease, transfer, conveyance or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the property and assets of the Company.

          SECTION 5.02. Successor to Be Substituted. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture with the same effect as if the Successor Company had been named as the Company in this Indenture. Upon such substitution, except in the case of a lease, the Company will be released from the obligations under the Notes.

          SECTION 5.03. Opinion of Counsel to Be Given Trustee. Prior to execution of any supplemental indenture pursuant to this Article 5, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions of this Article 5.

ARTICLE 6

Defaults and Remedies

          SECTION 6.01. Events of Default. An “Event of Default” occurs if:

          (a) the Company defaults in any payment of interest on any Note when the same becomes due and payable and continuance of such default for a period of 30 calendar days;

          (b) the Company defaults in the payment of the principal of any Note when the same becomes due and payable at its maturity, upon declaration or otherwise, or defaults in the payment of the Fundamental Change Repurchase Price in respect of any Notes when due;

          (c) upon exercise of a Holder’s cash conversion right in accordance with Article 10, the Company fails to deliver the Cash Conversion Settlement Amount on the scheduled settlement date for such conversion and such failure continues for five Business Days following the scheduled settlement date for such conversion;

          (d) the Company fails to provide notice of the anticipated effective date or actual effective date of a Fundamental Change or a notice of distribution pursuant to Sections 3.02, 10.01(3) or 10.01(5), in each case on a timely basis as required in this Indenture and such failure continues for five calendar days;

          (e) the Company fails to comply with the Company’s obligations under Article 5;

          (f) except as provided in Section 6.13, the Company defaults in the performance or observance of any other term, covenant or agreement of the Company contained in the Notes or this Indenture (other than a term, covenant or agreement a default in whose

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performance is elsewhere in this Section specifically dealt with), and continuance of such default for a period of 60 calendar days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

          (g) the Company fails to pay when due (whether at stated maturity or otherwise), or a default that results in the acceleration of maturity, of any indebtedness for borrowed money of the Company or any Significant Subsidiary by the holders thereof, if the total amount of such indebtedness unpaid or accelerated exceeds $30.0 million (or its foreign currency equivalent) in the aggregate unless such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of thirty (30) calendar days after written notice of such failure is given to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes then outstanding;

          (h) the rendering of a final judgment or decree for the payment of $30.0 million (or its foreign currency equivalent) or more rendered against the Company or any Subsidiary, which judgment or decree is not discharged, waived or stayed within 60 calendar days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced or (B) the date on which all rights to appeal have been extinguished.

          (i) the entry by a court having jurisdiction in the premises of:

          (A) a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law; or

          (B) a decree or order adjudging the Company or any Significant Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Significant Subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

          (j) the commencement by the Company or any Significant Subsidiary of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar laws or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or any Significant Subsidiary, or the filing by the Company or any Significant Subsidiary of a petition or answer or consent seeking reorganization or relief under any

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applicable Federal or State law, or the consent by the Company or any Significant Subsidiary to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of the property of the Company or any Significant Subsidiary, or the making by the Company or any Significant Subsidiary of an assignment for the benefit of creditors, or the admission by the Company or any Significant Subsidiary in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Significant Subsidiary in furtherance of any such action.

          The foregoing will constitute Events of Default whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

          SECTION 6.02. Acceleration. If an Event of Default specified in Section 6.01(i) or (j) with respect to the Company or any Significant Subsidiary occurs, the principal of and accrued and unpaid interest on all the outstanding Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of Notes. If an Event of Default (other than an Event of Default specified in Section 6.01(i) or (j) with respect to the Company or any Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company, may declare the principal amount of and accrued but unpaid interest on the outstanding Notes to be due and payable. Upon such a declaration, such principal and interest shall become due and payable immediately

          At any time after such a declaration of acceleration with respect to the Notes has been made or occurred and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the holders of a majority in principal amount of the outstanding Notes, by written notice to the Company and the Trustee may:

     (a) waive by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of or interest on a Note (including payments pursuant to the required repurchase provisions on such Note, as set forth in Article 3) when due, (ii) a Default or Event of Default in the satisfaction of the Company’s Cash Conversion Obligations with respect to a Note or (iii) a Default or Event of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected; and

     (b) rescind and annul such declaration and its consequences if:

     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay:

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     (A) all overdue interest on all Notes;

     (B) the principal amount of any Notes which have become due otherwise than by such declaration of acceleration;

     (C) interest (to the extent lawful) upon overdue interest or principal (or Fundamental Change Repurchase Price, if applicable) to the date of such payment or deposit at the rate prescribed therefor in this Indenture; and

     (D) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

     (2) rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

     (3) all Events of Default with respect to Notes, other than the non-payment of the principal amount of the Notes and any accrued and unpaid interest that have become due solely by such declaration of acceleration, a default with respect to the Company’s conversion obligations, a default arising from the Company’s failure to repurchase any Notes when required, or any default that cannot be amended without the consent of each affected holder, have been cured or waived.

No such waiver or rescission and annulment shall affect any subsequent Default or Event of Default or impair any right consequent thereon.

          SECTION 6.03. Additional Interest.

          (a) Subject to Section 6.03(d), if, at any time during the six-month period beginning on, and including, the date which is six months after the last date of the original issuance of the Notes, and ending on, and including, the 365th day after the last date of the original issuance of the Notes, the Company fails to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods pursuant to Rule 12b-25 thereunder and other than current reports on Form 8-K), or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Notes), the Company shall (i) pay Additional Interest on the Notes which shall accrue on the Notes at a rate of 0.25% per annum of the principal amount of Notes outstanding for each day during such period for which the Company’s failure to file, or the failure of the Notes to be freely tradable by Holders other than the Company’s Affiliates, as described above, has occurred and is continuing, which rate shall be increased by an additional 0.25% per annum following the 90th day on which such Additional Interest has accrued, provided that the rate at which such Additional Interest under this Section 6.03(a) accrues may in no event exceed 0.50% per annum and provided further that the Company shall have 14 calendar days, in the aggregate, to cure any such late filings or failures of the Notes to be freely tradable before any such Additional Interest shall accrue and (ii) for so long as the

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Restricted Note Legend has not been removed in accordance with Section 2.08(d) or 2.15, notify the Trustee of such late filing promptly, but no later than 3 Business Days after such failure to timely file.

          (b) Subject to Section 6.03(d), if, and for so long as the Notes are not freely tradable by Holders other than the Company’s Affiliates as of the 365th day after the last date of the original issuance of the Notes, the Company shall pay Additional Interest on the Notes which shall accrue on the Notes at a rate of 0.25% per annum of the principal amount of Notes outstanding for each day after the 366th day after the last date of the original issuance of the Notes until the Notes are freely tradable by Holders other than the Company’s Affiliates, which rate shall be increased by an additional 0.25% per annum following the 90th day on which such Additional Interest has accrued, provided that the rate at which such Additional Interest under this Section 6.03(b) accrues may in no event exceed 0.50% per annum.

          (c) Additional Interest payable in accordance with Sections 6.03(a) and/or 6.03(b) shall be payable in arrears on each Interest Payment Date for the Notes following accrual in the same manner as regular interest on the Notes.

          (d) Notwithstanding the foregoing, if the Notes are not freely tradable by Holders other than the Company’s Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Notes), the Company shall have the right to provide an effective shelf registration statement for the resale by the Holders of the Notes. Additional Interest shall not accrue for each day on which such registration statement remains effective and usable by Holders for the resale of the Notes. Any such registration shall be effected on terms customary for convertible securities generally offered in reliance upon Rule 144A under the Securities Act.

          SECTION 6.04. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Noteholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

          SECTION 6.05. Waiver of Past Defaults. Subject to Section 6.02, the Holders of not less than a majority in principal amount of the Notes may on behalf of the Holders of all the Notes and by written notice to the Trustee waive any past Default or Event of Default under the Indenture and its consequences, except:

     (i) a Default in the payment of the principal of or interest on a Note when due;

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     (ii) a Default arising from the failure of the Company to convert any Notes into cash as required by this Indenture in connection with a Holder exercising its cash conversion rights in accordance with this Indenture;

     (iii) a Default arising from the failure to pay the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date in connection with a Holder exercising its repurchase rights upon a Fundamental Change; or

     (iv) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Noteholder affected.

When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

          SECTION 6.06. Control by Majority. The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Noteholders or would involve the Trustee in personal liability or expense for which the Trustee has not received indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnity or security reasonably satisfactory to it in its sole discretion against all losses, liabilities, and expenses caused by taking or not taking such action.

          SECTION 6.07. Limitation on Suits. Except in the case of a Default in the payment of principal or interest when due, no Noteholder may pursue any remedy with respect to this Indenture or the Notes unless:

          (a) the Noteholder gives to the Trustee written notice stating that an Event of Default is continuing:

          (b) the Noteholders of at least 25% in aggregate principal amount of the outstanding Notes make a written request to the Trustee to pursue the remedy and offer to the Trustee security or indemnity satisfactory to it against any costs, liability or expense of the Trustee;

          (c) the Trustee does not comply with the request within 60 calendar days after receipt of the request and the offer of security or indemnity; and

          (d) the Trustee does not receive an inconsistent direction from Noteholders of a majority in aggregate principal amount of the Notes during such 60 day period.

          A Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Noteholders).

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          Notwithstanding any other provision of this Indenture and any provision of any Notes, the right of any holder of any Notes to receive payment of the principal of (including the Fundamental Change Repurchase Price upon repurchase) and accrued interest on such Notes, on or after the respective due dates expressed in such Notes or in the event of repurchase, or to institute suit for the enforcement of any such payment on or after such respective dates against the Company shall not be impaired or affected without the consent of such Holder.

          Anything contained in this Indenture or the Notes to the contrary notwithstanding, the holder of any Notes, without the consent of either the Trustee or the holder of any other Notes, on its own behalf and for its own benefit, may enforce, and may institute and maintain any proceeding suitable to enforce, its rights of conversion as provided herein.

          SECTION 6.08. Rights of Noteholders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Noteholder to receive payment of principal (including payments pursuant to the required repurchase provisions of the Notes) of and interest on the Notes held by such Noteholder, on or after the respective due dates expressed in the Notes or in the event of repurchase, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Noteholder. In addition, notwithstanding any other provision of this Indenture, the right of any Noteholder to enforce its rights of cash conversion in accordance with the provisions of Article 10, on or after the applicable date for settlement of the Company’s Cash Conversion Obligation, shall not be impaired or affected without the consent of such Noteholder.

          SECTION 6.09. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

          SECTION 6.10. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel) and the Noteholders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respective creditors or property and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter, and may vote on behalf of the Noteholders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Noteholder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

          SECTION 6.11. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

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     FIRST: to the Trustee for amounts due under Section 7.07;

     SECOND: to Noteholders for amounts due and unpaid on the Notes for principal (including payments pursuant to the required repurchase provisions of the Notes) and interest, ratably without preference or priority of any kind, according to the amounts due and payable on the Notes for principal (including payments pursuant to the required repurchase provisions of the Notes) and interest, respectively; and

          THIRD: to the Company.

          The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 6.11. At least fifteen calendar days before such record date, the Trustee shall mail to each Noteholder and the Company a notice that states the record date, the payment date and amount to be paid.

          SECTION 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Noteholder pursuant to Section 6.08 or a suit by Noteholders of more than 10% in principal amount of the Notes.

          SECTION 6.13. Failure to Comply with Reporting Covenant. Notwithstanding anything to the contrary in this Indenture, the sole remedy for an Event of Default relating to the Company’s failure to perform or observe the covenant in Section 4.03(a) will for the 364 days after the occurrence of such an Event of Default consist exclusively of the right to receive additional interest (“Reporting Additional Interest”) on the Notes at an annual rate equal to 0.50% of the principal amount of the Notes. Reporting Additional Interest will be payable in the same manner and on the same Interest Payment Dates as the stated interest payable on the Notes. Reporting Additional Interest will accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure by the Company to comply with its obligations pursuant to Section 4.03(a) first occurs to, but not including, the 365^th day thereafter (or such earlier date on which the Event of Default relating to the Company’s obligations pursuant to Section 4.03(a) shall have been cured or waived). On such 365^th day (or earlier, if an Event of Default relating to the Company’s obligations pursuant to Section 4.03(a) is cured or waived prior to such 365^th day), such Reporting Additional Interest will cease to accrue and the Notes will be subject to acceleration as provided in Section 6.02 if such Event of Default is continuing. For the avoidance of doubt, in the event Additional Interest is also triggered under Section 6.03, the interest rate applicable to the Notes under such section shall apply to the Notes under this Section 6.13 and shall constitute the exclusive rate of additional interest applicable to the Notes under such circumstances.

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ARTICLE 7

Trustee

          SECTION 7.01.   Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

          (b) Except during the continuance of an Event of Default:

     (1) the Trustee need only perform such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

          (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

     (1) this paragraph does not limit the effect of paragraph (b) of this Section;

     (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

     (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.06.

          (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

          (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

          (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

          (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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          (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the Trust Indenture Act.

          SECTION 7.02.   Rights of Trustee. (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

          (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.

          (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

          (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

          (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

          (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

          (i) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

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          (j) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

          (k) The Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture.

          (l) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authorities and governmental action.

          (m) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

          (n) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

          SECTION 7.03.   Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Conversion Agent, Paying Agent, Registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

          SECTION 7.04.   Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

          SECTION 7.05.   Notice of Defaults. (a) The Trustee shall not be deemed to have notice of any Default, other than a payment default, unless a Responsible Officer shall have been advised in writing that a Default has occurred. No duty imposed upon the Trustee in this Indenture shall be applicable with respect to any Default of which the Trustee is not deemed to have notice.

          (b) If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail by first class mail to each Noteholder at the address set forth in the Register notice of the Default or Event of Default within 90 calendar days after it occurs. Except in the case of a Default or Event of Default in payment of principal (including payments

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pursuant to the required repurchase provisions of such Note) or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the interests of the Noteholders.

          SECTION 7.06.   Reports by Trustee to Noteholders. As promptly as practicable after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with Section 313(a) of the Trust Indenture Act, if required by such Section 313(a) of the Trust Indenture Act. The Trustee also shall comply with Section 313(b) of the Trust Indenture Act. The Trustee shall also transmit by mail all reports required by Section 313(c) of the Trust Indenture Act.

          SECTION 7.07.   Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee, and hold it harmless, against any and all loss, damage, claim, liability or expense (including reasonable attorneys’ fees and expenses) incurred by or in connection with the offer and sale of the Notes or the administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Company and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct and negligence.

          To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest and any liquidated damages on particular Notes.

          The Company’s payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 6.01(i) or (j) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

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          SECTION 7.08.   Replacement of Trustee. The Trustee may resign at any time by so notifying the Company. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if:

          (a) the Trustee fails to comply with Section 7.10;

          (b) the Trustee is adjudged bankrupt or insolvent;

          (c) a receiver or other public officer takes charge of the Trustee or its property; or

          (d) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Noteholders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

          If a successor Trustee does not take office within 30 calendar days after the retiring Trustee resigns or is removed, the retiring Trustee or the holders of 10% in principal amount of the Notes may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

          Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

          SECTION 7.09.   Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

          In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the

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Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

          SECTION 7.10.   Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Trust Indenture Act § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with Trust Indenture Act § 310(b); provided, however, that there shall be excluded from the operation of Trust Indenture Act § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Trust Indenture Act § 310(b)(1) are met.

          SECTION 7.11.   Preferential Collection of Claims Against Company. The Trustee shall comply with Trust Indenture Act § 311(a), excluding any creditor relationship listed in Trust Indenture Act § 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act § 311(a) to the extent indicated.

ARTICLE 8

Discharge of Indenture

          SECTION 8.01.   Discharge of Liability on Notes. (a) When (i) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or upon a repurchase pursuant to Article 3 hereof, and the Company irrevocably deposits with the Trustee money sufficient to pay at maturity or upon repurchase all outstanding Notes, including interest thereon to maturity or such Fundamental Change Repurchase Date (other than Notes replaced pursuant to Section 2.09), and any cash or other property due in respect of converted Notes, and if in each such case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(b), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.

          (b) Notwithstanding clause (a) above, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.03 and 8.04 shall survive.

          SECTION 8.02.   Application of Trust Money. The Trustee shall hold in trust money or other property due in respect of converted Notes deposited with it pursuant to this Article 8. It shall apply the deposited money through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes or, in the case of any cash or other property due in respect of converted Notes, in accordance with this Indenture in relation to the conversion of Notes pursuant to the terms hereof.

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          SECTION 8.03.   Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.

          Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal or interest and any cash or other property due in respect of converted Notes that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money and/or securities must look to the Company for payment as general creditors.

          SECTION 8.04.   Reinstatement. If the Trustee or Paying Agent is unable to apply any money or to deliver any other property due in respect of converted Notes in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money and any other property due in respect of cash converted Notes in accordance with this Article 8; provided, however, that, if the Company has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Noteholders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

Amendments

          SECTION 9.01.   Without Consent of Noteholders. The Company and the Trustee may amend this Indenture or the Notes without notice to or consent of the holder of any Notes to, among other things:

          (a) provide for conversion rights of holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change in the event of any reclassification of Common Stock, merger or consolidation, or sale, conveyance, transfer or lease of its property and assets substantially as an entirety;

          (b) provide for the assumption of the Company’s obligations to the holders of the Notes in the event of any reclassification of Common Stock, merger or consolidation, or sale, conveyance, transfer or lease of its property and assets substantially as an entirety;

          (c) surrender any right or power conferred upon the Company;

          (d) add to the covenants of the Company for the benefit of the Holders of the Notes, including adding one or more additional put rights in favor of the Holders of the Notes;

          (e) cure any ambiguity, omission or correct or supplement any provisions of this Indenture which may be defective or otherwise inconsistent with any other provision of this Indenture;

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          (f) make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect;

          (g) increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes;

          (h) secure the Notes;

          (i) add guarantees of obligations under the Notes;

          (j) provide for a successor Trustee; and

          (k) conform the terms of this Indenture or the Notes to the description of this Indenture or the Notes contained in the Offering Memorandum.

     After an amendment under this Section becomes effective, the Company shall mail to Holders of Notes a notice briefly describing such amendment. The failure to give such notice to all Holders of Notes, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

          SECTION 9.02.   With Consent of Noteholders. Except as provided in the next sentence, the Company and the Trustee may amend this Indenture or the Notes with the written consent or affirmative vote of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, without notice to any other Noteholder. However, without the written consent or affirmative vote of each Holder of an outstanding Note affected (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for, the Notes), an amendment may not:

          (a) extend the maturity of any Notes;

          (b) reduce the rate of or extend the time for payment of interest on any Notes;

          (c) reduce the principal amount of any Notes;

          (d) reduce any amount payable upon repurchase of any Notes;

          (e) impair the right of a holder to institute suit for payment of any Notes;

          (f) change the currency in which any Notes are payable;

          (g) change the Company’s obligation to repurchase any Notes upon a Fundamental Change in a manner adverse to the Holders;

          (h) affect the right of a Holder to convert any Notes into cash or reduce the Conversion Rate, except as permitted pursuant to this Indenture;

          (i) change the Company’s obligation to maintain an office or agency;

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          (j) modify certain provisions of this Indenture relating to modification of this Indenture or waiver under this Indenture; or

          (k) reduce the percentage of the Notes required for consent to any modification of this Indenture that does not require the consent of each affected Holder.

          For the avoidance of doubt, the only written consent or affirmative vote required to approve any of the foregoing changes is the written consent or affirmative vote of each Note affected by such change; the written consent or affirmative vote of the Holders of a majority in aggregate principal amount of the Notes then outstanding is not additionally required.

          It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

          After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

          Any Notes held by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the holders of the requisite aggregate principal amount of the outstanding Notes have consented to or voted for a modification, amendment or waiver of the terms of this Indenture.

          SECTION 9.03.   Compliance with Trust Indenture Act. Every amendment to this Indenture or the Notes shall comply with the Trust Indenture Act as then in effect.

          SECTION 9.04.   Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Noteholder of a Note shall bind the Noteholder and every subsequent Noteholder of that Note or portion of the Note that evidences the same debt as the consenting Noteholder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Noteholder or subsequent Noteholder may revoke the consent or waiver as to such Noteholder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective once both (i) the requisite number of consents or votes have been received by the Company or the Trustee and (ii) such amendment or waiver has been executed by the Company and the Trustee.

          The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to vote or give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Noteholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to vote or give such consent or to revoke any vote or consent previously given or to take any such action, whether or not such Persons continue to be Noteholders after such record

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date. No such vote or consent shall be valid or effective for more than 120 calendar days after such record date.

          SECTION 9.05.   Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Noteholder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Noteholder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

          SECTION 9.06.   Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall receive, and (subject to Sections 7.01 and 7.02) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 11.04, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture and that such amendment is the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).

ARTICLE 10

Cash Conversion of Notes

          SECTION 10.01.   Right to Cash Convert. Upon compliance with the provisions of this Article 10, a Noteholder shall have the right, at such Holder’s option, to cash convert all or any portion (if the portion to be cash converted is $1,000 principal amount or multiple thereof) of such Notes, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Maturity Date based on an initial Conversion Rate (the “Conversion Rate”) of 53.9185 shares of Common Stock (subject to adjustments as provided in Sections 10.03 and 10.04 of this Indenture) per $1,000 principal amount of Notes (the “Cash Conversion Obligation”) only under the following circumstances:

     (1) Cash Conversion Based on Satisfaction of Stock Price Condition. Prior to March 1, 2014, on any date during any fiscal quarter commencing at any time after June 30, 2009 and only during such fiscal quarter, if the Closing Sale Price for Common Stock for at least 20 Trading Days during a period of 30 consecutive Trading Days ending on the last Trading Day of the preceding fiscal quarter (the “Stock Price Measurement Period”) is more than 130% of the applicable Conversion Price. Whenever the Notes shall become cash convertible pursuant to this Section 10.01(1), the Company shall notify all Noteholders, the Trustee and the Conversion Agent promptly and, simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website;

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     (2) Cash Conversion During the Period From March 1, 2014 to Maturity. A Noteholder may surrender all or a portion of its Notes for cash conversion at any time on or after March 1, 2014 until 5:00 p.m. New York City time, on the Business Day immediately preceding the Maturity Date;

     (3) Cash Conversion Upon Specified Corporate Transactions. If the Company elects to:

          (i) distribute to all or substantially all holders of its Common Stock, rights, options or warrants (other than pursuant to a rights plan) entitling such holders to purchase, for a period of 45 calendar days or less, shares of Common Stock at a price less than the average Closing Sale Price of Common Stock for the ten consecutive Trading Days immediately preceding the declaration date for such distribution; or

          (ii) distribute to all or substantially all holders of Common Stock, cash or other assets, debt securities or rights to purchase securities of the Company (other than pursuant to a rights plan or a dividend or distribution on Common Stock in shares of Common Stock), which distribution has a per share value, as determined by the Board of Directors, exceeding 10% of the Closing Sale Price of Common Stock on the Trading Day immediately preceding the declaration date for such distribution.

then, in each case, the Company shall notify, in writing, all Noteholders, the Trustee and the Conversion Agent at least 55 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Simultaneously with providing such notice, the Company shall issue a press release containing the relevant information, including, but not limited to, the declaration date, and make this information available on its website. Once the Company has given such notice, the Notes may be surrendered for cash conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day preceding the Ex-Dividend Date or any announcement by the Company that such distribution will not take place. A Holder may not cash convert any of its Notes based on this Section 10.01(3) if the Company makes provision for such Holder to participate in the distribution without conversion as a result of holding the Notes on an “as converted” basis (i.e., as though such Holder had exchanged each $1,000 principal amount of its Notes immediately prior to the record date for such distribution for a number of shares of Common Stock equal to the then applicable Conversion Rate);

     (4) Cash Conversion Upon a Consolidation, Merger or Sale, Lease, Transfer, Conveyance or other Disposition. In the event the Company is a party to a consolidation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of its assets and those of its Subsidiaries taken as a whole that does not constitute a Fundamental Change, in each case pursuant to which Common Stock would be converted into cash, securities and/or other property, at any time beginning on the Business Day immediately following the effective date of the transaction until 5:00 p.m., New York City time, on the 30^th Business Day thereafter. The Company will notify Holders of the transaction and the effective date thereof promptly on or following the effective date of such transaction.

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     (5) Cash Conversion Upon a Fundamental Change. In the event of a Fundamental Change, a Noteholder may surrender all or a portion of its Notes for cash conversion at any time beginning on the Business Day following the effective date of the Fundamental Change until 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date relating to such Fundamental Change. The Company will notify Holders of any Fundamental Change and the effective date thereof promptly on or following the effective date of such Fundamental Change. Simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website; and

     (6) Cash Conversion Upon Satisfaction of Trading Price Condition. During the five consecutive Business Day period following any five consecutive Trading Day period (the “Trading Price Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 10.01(6), for each day in the Trading Price Measurement Period was less than 95% of the product of the Closing Sale Price of Common Stock and the applicable Conversion Rate. In connection with any cash conversion in accordance with this Section 10.01(6), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes unless requested by the Company; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 95% of the product of the Closing Sale Price of Common Stock and the applicable Conversion Rate. At such time, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 95% of the product of the Closing Sale Price of Common Stock and the applicable Conversion Rate. Whenever the Notes shall become cash convertible pursuant to this Section 10.01(6), the Company shall notify all Noteholders, the Trustee and the Conversion Agent promptly and, simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website;

          SECTION 10.02.   Cash Conversion Procedures; Settlement Upon Conversion; No Adjustment for Interest or Dividends(a) . (a) In order to exercise the cash conversion right with respect to any Notes in certificated form, a Holder must (A) complete and manually sign an irrevocable notice of cash conversion in the form entitled “Form of Cash Conversion Notice” attached to the reverse of such certificated Note (or a facsimile thereof) (a “Cash Conversion Notice”), (B) deliver such Cash Conversion Notice and certificated Note to the Conversion Agent at the office of the Conversion Agent, (C) if required, furnish endorsements and transfer documents as may be required by the Conversion Agent, (D) if required pursuant to Section 2.03(c), pay funds equal to interest payable on the next Interest Payment Date and (E) if required pursuant to Section 10.02(g), pay all transfer or similar taxes or duties.

     In order to exercise the cash conversion right with respect to any interest in a Global Note, a Holder must (A) comply with the Depositary’s procedures for cash converting a

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beneficial interest in a Global Note, (B) if required pursuant to Section 2.03(c), pay funds equal to interest payable on the next Interest Payment Date; and (C) if required pursuant to Section 10.02(g), pay all transfer or similar taxes or duties.

     The date that the Holder satisfies the foregoing requirements is the “Conversion Date.”

     If a Holder has submitted any Notes for repurchase pursuant to Section 3.01, such Notes may be cash converted only if the Holder submits a withdrawal notice in accordance with Section 3.03 prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date and if such Notes are evidenced by a Global Note, if the Holder complies with appropriate Depositary procedures.

          (b) Upon cash conversion, the Company will deliver to Holders in respect of each $1,000 principal amount of Notes being cash converted a “Cash Conversion Settlement Amount” equal to the sum of the Daily Conversion Values during the applicable Conversion Period. Except as provided by Section 10.04(f), the Company will not deliver Common Stock (or any other securities) upon conversion under any circumstances.

          (c) Settlement will occur on the third Business Day immediately following the final Settlement Period Trading Day of the applicable Conversion Period.

          (d) If more than one Note shall be surrendered for cash conversion at one time by the same Holder, the Cash Conversion Obligation with respect to such Notes that shall be payable upon cash conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.

          (e) In case any Note shall be surrendered for partial cash conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note.

          (f) Upon the cash conversion of an interest in a Global Note, the Trustee and the Depositary shall reduce the principal amount of such Global Note in their records.

          (g) In the event the Holder of a Note executes its cash conversion right and, pursuant to Section 10.04(f), is entitled to assets, debt securities or rights, warrants or options upon such cash conversion, the issue of securities certificates, if any, on cash conversions of Notes shall be made without charge to the converting holder of Notes for any documentary, stamp or similar issue or transfer tax in respect of the issue thereof. The Company shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issue and delivery of such securities in any name other than that of the holder of any Notes converted, and the Company shall not be required to issue or deliver any such stock certificate unless and until the Person or Persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

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          (h) Upon cash conversion, accrued and unpaid interest to the Conversion Date with respect to the converted Notes shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.

          SECTION 10.03.   Adjustment to Conversion Rate Upon a Non-Stock Change of Control.

          (a) If and only to the extent a Holder elects to cash convert its Notes in connection with a Non-Stock Change of Control, the Conversion Rate applicable to such converted Notes shall be increased by a number of additional shares of Common Stock (the “Additional Shares”) as set forth below. Any cash conversion by a Holder will be deemed to have occurred in connection with such Non-Stock Change of Control only if the Cash Conversion Notice is received by the Conversion Agent during the period from the Business Day following the date on which the Non-Stock Change of Control becomes effective (the “Effective Date”) to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date relating to such Non-Stock Change of Control and notwithstanding the fact that a Note may then be convertible because another condition to conversion has been satisfied.

          (b) The number of Additional Shares shall be determined by reference to the table below, based on the Effective Date and the price (the “Stock Price”) paid per share for Common Stock in such Non-Stock Change of Control. If holders of Common Stock receive only cash in the Non-Stock Change of Control, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Closing Sale Prices of Common Stock on the five Trading Days prior to, but not including, the Effective Date of such Non-Stock Change of Control.

          The number of Additional Shares set forth in the table below shall be adjusted in the same manner as and as of any date on which the Conversion Rate is adjusted pursuant to this Article 10. The Stock Prices set forth in the first row of the table below (i.e., the column headers) shall be adjusted, as of any date on which the Conversion Rate is adjusted, to equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which shall be the Conversion Rate immediately prior to the adjustment and the denominator of which shall be the Conversion Rate as so adjusted.

          The following table sets forth the Stock Price and number of Additional Shares by which the Conversion Rate shall be increased:

	Stock Price
Effective Date	$15.14		$17.50		$20.00		$22.50		$25.00		$27.50		$30.00		$35.00		$40.00		$45.00		$50.00		$60.00
May 22, 2009		12.1316		10.1729		7.5920		5.8094		4.5340		3.5940		2.8837		1.9045		1.2824		0.8676		0.5810		0.2353
June 1, 2010		12.1316		9.4909		6.9084		5.1691		3.9550		3.0808		2.4343		1.5661		1.0308		0.6813		0.4444		0.1643
June 1, 2011		12.1316		8.7999		6.1713		4.4640		3.3155		2.5176		1.9465		1.2098		0.7745		0.4981		0.3140		0.1003
June 1, 2012		12.1316		8.0277		5.2784		3.5956		2.5347		1.8440		1.3787		0.8198		0.5111		0.3213		0.1959		0.0493
June 1, 2013		12.1316		6.8033		3.8474		2.2603		1.4056		0.9339		0.6616		0.3827		0.2422		0.1531		0.0897		0.0083
June 1, 2014		12.1316		3.2244		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

          provided, however, that:

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          (1) If the Stock Price and Effective Date are not set forth on the table above and the Stock Price is between two Stock Prices set forth in such table or the Effective Date is between two Effective Dates set forth in the table, the number of Additional Shares shall be determined by the Company by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two Effective Dates, as applicable, based on a 360-day year.

          (2) If the Stock Price is:

          (a) in excess of $60.00 per share (subject to adjustment), the Conversion Rate will not be increased; or

          (b) less than $15.14 per share (subject to adjustment), the Conversion Rate will not be increased.

          (3) Notwithstanding the foregoing, in no event will the Conversion Rate as adjusted exceed 66.0501 per $1,000 principal amount of the Notes, subject to adjustment in the same manner as the Conversion Rate as set forth in this Article 10.

          SECTION 10.04.   Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows:

          (a) If the Company shall issue to all or substantially all holders of Common Stock shares of Common Stock as a dividend or distribution on shares of Common Stock, or effects a subdivision or combination of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:

     where

CR0 =	the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution or the effective date of such subdivision or combination, as applicable;
CR’ =	the Conversion Rate in effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution or the effective date of such subdivision or combination, as applicable;
OS0 =	the number of shares of Common Stock outstanding immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution or the effective date of such subdivision or combination, as applicable; and
OS’ =	the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event.

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Such adjustment shall become effective at 9:00 a.m., New York City time, on (x) the Ex-Dividend Date for such dividend or distribution or (y) the effective date of such subdivision or combination. If any dividend or distribution described in this Section 10.04(a) is declared but not so paid or made, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For purposes of this Section 10.04(a), the number of shares of Common Stock outstanding immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution shall not include Common Stock held in treasury, if any. The Company will not pay any dividend or make any distribution on Common Stock held in treasury, if any.

          (b) If the Company shall issue to all or substantially all holders of Common Stock any rights or warrants entitling them to purchase, for a period of forty-five (45) calendar days or less, shares of Common Stock at a price per share less than the average of the Closing Sale Prices of the Common stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for the issuance of such rights or warrants of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:

     where

CR0 =	the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such issuance;
CR’ =	the Conversion Rate in effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for such issuance;
OS0 =	the number of shares of Common Stock outstanding immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such issuance;
X =	the total number of shares of Common Stock issuable pursuant to such rights or warrants; and
Y =	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the average of the Closing Sale Prices of Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for the issuance of such rights or warrants.

Such adjustment shall become effective immediately at 9:00 a.m., New York City time, on the Ex-Dividend Date for such issuance. In the event that such rights or warrants described in this Section 10.04(b) are not so issued, the Conversion Rate shall be readjusted, effective as of the

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date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Conversion Rate that would then be in effect if such distribution had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be determined by the Board of Directors). For purposes of this Section 10.04(b), the number of shares of Common Stock outstanding immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such issuance shall not include Common Stock held in treasury, if any. The Company will not issue any such rights or warrants in respect of Common Stock held in treasury, if any.

          (c) If the Company shall distribute to all or substantially all holders of Common Stock, shares of the Capital Stock (other than Common Stock), evidences of the Company’s indebtedness or assets, including securities, but excluding:

     (1) any dividends or distributions referred to in Section 10.04(a);

     (2) the rights and warrants referred to in Section 10.04(b);

     (3) any dividends or distributions paid referred to in Section 10.04(d);

     (4) any dividends and distributions in connection with a Reorganization Event pursuant to Section 10.05; or

     (5) any Spin-Off to which the provisions set forth below in this Section 10.04(c) apply,

     in which event the Conversion Rate will be adjusted based on the following formula:

     where

CR0 =	the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such distribution;
CR’ =	the Conversion Rate in effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for such distribution;
SP0 =	the average of the Closing Sale Prices of Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading

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	Day immediately preceding the Ex-Dividend Date for such distribution; and
FMV =	the Fair Market Value (as determined by the Board of Directors), on the Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock.

     Such adjustment made pursuant to the preceding paragraph of this Section 10.04(c) shall become effective at 9:00 a.m., New York City time, on the Ex-Dividend Date for such distribution. In the event that such distribution described in the preceding paragraph of this Section 10.04(c) is not so made, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to effect such distribution, to the Conversion Rate which would then be in effect if such distribution had not been declared.

     If the transaction that gives rise to an adjustment pursuant to this Section 10.04(c) is, however, one pursuant to which the payment of a dividend or other distribution on Common Stock consists of shares of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company (a “Spin-Off”) that are, or, when issued, will be, traded or quoted on the NYSE or any other national or regional securities exchange or market, then the Conversion Rate will instead be adjusted based on the following formula:

     where

CR0 =	the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for the Spin-Off;
CR’ =	the Conversion Rate in effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for the Spin-Off;
FMV0 =	the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Day period commencing on and including the effective date of the Spin-Off (the “Valuation Period”); and
MP0 =	the average of the Closing Sale Prices of Common Stock over the Valuation Period.

Such adjustment made pursuant to the preceding paragraph of this Section 10.04(c) shall be made immediately prior to 9:00 a.m., New York City time, on the Trading Day after the last day of the Valuation Period, but will be given effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for the Spin-Off. If the Ex-Dividend Date for the Spin-Off is less than ten Trading Days prior to, and including, the end of the applicable Conversion Period in respect of

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any conversion, references within this Section 10.04(c) to ten Trading Days shall be deemed replaced, for purposes of calculating the affected daily Conversion Rates in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading Day of such applicable Conversion Period. For purposes of determining the applicable Conversion Rate, in respect of any cash conversion during the ten Trading Days commencing on the Ex-Dividend Date for any Spin-Off, references within the portion of this Section 10.04(c) related to Spin-Offs to ten Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, but excluding, the relevant Conversion Date. In the event that such Spin-Off described in the preceding paragraph of this Section 10.04(c) is not so made, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to effect such Spin-Off, to be the Conversion Rate which would then be in effect if such Spin-Off had not been declared.

          (d)  If the Company pays any dividends or other distributions consisting exclusively of cash to all or substantially all holders of Common Stock (other than dividends or distributions made in connection with the Company’s liquidation, dissolution or winding-up or upon Reorganization Event), in which event the Conversion Rate will be adjusted based on the following formula:

     where

CR0 =	the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution;
CR’ =	the Conversion Rate in effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution;
SP0 =	the average of the Closing Sale Prices of Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
C =	the amount in cash per share of Common Stock the Company distributes to holders of Common Stock.

Such adjustment shall become effective at 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution. In the event that any distribution described in this Section 10.04(d) is not so made, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

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          (e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Closing Sale Price of Common Stock on the Trading Day immediately succeeding the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, the Conversion Rate will be adjusted based on the following formula:

     where

CR0 =	the Conversion Rate in effect at 5:00 p.m., New York City time, on the Expiration Date;
CR’ =	the Conversion Rate in effect immediately after 5:00 p.m. New York City time, on the Expiration Date;
FMV =	the Fair Market Value (as determined by the Board of Directors), on the Expiration Date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the Expiration Date;
OS’ =	the number of shares of Common Stock outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”);
OS0 =	the number of shares of Common Stock outstanding immediately prior to the Expiration Time; and
SP’ =	the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day immediately succeeding the Expiration Date.

Such adjustment shall become effective after 5:00 p.m., New York City time, on the Expiration Date. If the Trading Day next succeeding the Expiration Date is less than ten Trading Days prior to, and including, the end of the applicable Conversion Period in respect of any conversion, references within this Section 10.05(e) to ten Trading Days shall be deemed replaced, for purposes of calculating the affected daily Conversion Rates in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Expiration Date to, and including, the last Trading Day of such Conversion Period. For purposes of determining the applicable Conversion Rate, in respect of any conversion during the ten Trading Days commencing on the Trading Day next succeeding the Expiration Date, references within this Section 10.05(e) to ten Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Expiration Date to, but excluding, the relevant Conversion Date. In the event that the Company is, or one of the Company’s Subsidiaries is, obligated to

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purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company is, or such Subsidiary is, permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall be readjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this Section 10.05(e) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 10.05(e).

          (f) In cases where the Fair Market Value of assets, debt securities or certain rights, warrants or options to purchase the Company’s securities, applicable to one share of Common Stock, distributed to all or substantially all stockholders:

     (i) equals or exceeds the average Closing Sale Price of Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution, or

     (ii) such average Closing Sale Price exceeds the Fair Market Value of such assets, debt securities or rights, warrants or options so distributed by less than $1.00,

rather than being entitled to an adjustment in the Conversion Rate, the Holder of a Note will be entitled to receive upon cash conversion, in addition to the cash equal to the Cash Conversion Settlement Amount, the kind and amount of assets, debt securities or rights, warrants or options comprising the distribution, if any, that such Holder would have received if such Holder had cash converted such Notes immediately prior to the record date for determining the stockholders entitled to receive the distribution.

          (g) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for a period of at 20 Business Days if the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the Company’s best interest, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to Holders of the Notes a notice of the increase, which notice will be given at least fifteen calendar days prior to the effectiveness of any such increase, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

          (h) In addition, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with any dividend or distribution of shares (or rights to acquire shares) or similar event.

          (i) All calculations and other determinations under this Article 10 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share. No adjustment pursuant to this Section 10.04 to the Conversion Rate shall be required unless such adjustment would require a change of at least one percent (1%) in such Conversion Rate; provided that any adjustments that by reason of this Section 10.04(i) are not required to be made

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shall be carried forward and taken into account in any subsequent adjustment and make such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1%, (x) annually on the anniversary of the Closing Date and otherwise (y)(1) prior to the fifty-third (53^rd) Scheduled Trading Day preceding the Maturity Date of the Notes (whether at stated maturity or otherwise) or (2) prior to the Fundamental Change Repurchase Date, unless such adjustment has already been made.

          (j) Whenever the Conversion Rate is adjusted as herein provided, the Company will issue a press release containing the relevant information, including, but not limited to, any applicable declaration date, and make this information available on its website. In addition, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers’ Certificate setting forth any applicable declaration date and the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Note at its last address appearing on the Register within 20 calendar days of the effective date of such adjustment. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

          (k) In any case in which this Section 10.04 provides that an adjustment shall become effective at 9:00 a.m., New York City time, on (i) the Ex-Dividend Date for a dividend or distribution described in Section 10.04(a), 10.04(c) and 10.04(d), (ii) the effective date for a subdivision or combination of Common Stock described in Section 10.04(a), (iii) the Ex-Dividend Date for the determination of stockholders entitled to receive a rights or warrants pursuant to Section 10.04(b), or (iv) the Expiration Date for any tender or exchange offer pursuant to Section 10.04(e), (each a “Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) paying to the Holder of any Notes cash converted after such Determination Date and before the occurrence of such Adjustment Event, the cash payable in respect of the additional shares of Common Stock upon which the Conversion Rate would be based over and above the shares of Common Stock upon which the Conversion Rate would be based before giving effect to such adjustment. For purposes of this Section 10.04(k), the term “Adjustment Event” shall mean:

     (i) in any case referred to in clause (i) hereof, the date any such dividend or distribution is paid or made,

     (ii) in any case referred to in clause (ii) hereof, the occurrence of such event,

     (iii) in any case referred to in clause (iii) hereof, the date of expiration of such rights or warrants, and

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     (iv) in any case referred to in clause (iv) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated and becomes irrevocable.

          (l) Notwithstanding any of the foregoing clauses in this Section 10.04, the applicable Conversion Rate will not be adjusted pursuant to this Section 10.04 if the Holders of the Notes will participate in the transaction that would otherwise give rise to adjustment pursuant to this Section 10.04 without conversion of such Holder’s Notes on an “as converted” basis (i.e., as though such Holder had exchanged each $1,000 principal amount of its Notes immediately prior to the record date for such transaction for a number of shares of Common Stock equal to the then applicable Conversion Rate). In no event will the Company adjust the Conversion Rate to the extent that the adjustment would reduce the Conversion Price below the par value per share of Common Stock. In addition, the applicable Conversion Rate will not be adjusted:

     (1) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

     (2) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries; or

     (3) for a change in the par value of Common Stock.

          (m) For purposes of this Section 10.04, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

          (n) Whenever any provision of this Indenture requires the Company to calculate an average of Closing Sale Prices of Common Stock over multiple days, the Company will make appropriate adjustments (determined by the Board of Directors) to account for any adjustment to the Conversion Rate that becomes effective or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs at any time during the period during which the average is to be calculated. In addition, if during a period applicable for calculating the VWAP or Closing Sale Price of Common Stock an event occurs that requires an adjustment to the Conversion Rate, the VWAP or Closing Sale Price of Common Stock shall be calculated for such period in a manner determined by the Company to appropriately reflect the impact of such event on the price of Common Stock during such period.

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          SECTION 10.05.   Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur:

          (a) any reclassification or change of the outstanding Common Stock (other than a change in par value or as a result of a subdivision or combination to which Section 10.04(a) applies),

          (b) any consolidation or merger of the Company with or into another Person or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s assets and those of its Subsidiaries taken as a whole to any other Person or Persons,

and, in each case, the holders of Common Stock receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock, (any such event or transaction, a “Reorganization Event”), in each case, the Company or the Successor Company, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that from, and after the effective date of such Reorganization Event, the Cash Conversion Settlement Amount shall, without the consent of any Holders of Notes, become convertible based on the value over the applicable Conversion Period of the cash, securities or other property consideration which the holders of Common Stock received in such Reorganization Event (the “Reference Property”). If the Reorganization Event causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Reference Property upon which the Cash Conversion Settlement Amount will be based will be deemed to be the weighted average of the kind and amount of consideration received by the holders of Common Stock that affirmatively make such an election. In all cases, the provisions under Section 10.02 shall continue to apply with respect to the calculation of the Cash Conversion Settlement Amount; provided, however, that if the holders of Common Stock receive only cash in such Reorganization Event, the Cash Conversion Settlement Amount for each $1,000 principal amount of Notes shall equal the Conversion Rate in effect on the Conversion Date multiplied by the price paid per share of Common Stock in such Reorganization Event and settlement will occur on the third trading day following the Conversion Date. The Company hereby agrees not to become a party to any such transaction unless its terms are consistent with the foregoing. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments provided for in this Article 10.

          The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Holder as it appears on the Register of the Notes maintained by the Registrar, within twenty calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

          The above provisions of this Section 10.05 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales, leases, transfers, conveyances or other dispositions.

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          (c) If this Section 10.05 applies to any event or occurrence, Section 10.04 shall not apply..

          SECTION 10.06.   Notice to Holders Prior to Certain Actions. Except where notice is required pursuant to Section 10.01, in case:

          (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 10.04; or

          (b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants that would require an adjustment in the Conversion Rate pursuant to Section 10.04; or

          (c) of any reclassification of Common Stock of the Company (other than a share split or share combination of its outstanding Common Stock, or a change in par value), or of any share exchange, consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance, transfer, sale, lease or other disposition of all or substantially all of the consolidated assets of the Company; or

          (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each Noteholder at his address appearing on the Register provided for in Section 2.05, as promptly as possible but in any event at least 20 calendar days prior to the applicable date hereinafter specified, a notice stating (x) the declaration date of the dividend or other distribution, (y) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (z) the date on which such reclassification, share exchange, consolidation, merger, conveyance, transfer, sale, lease or other disposition, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

          SECTION 10.07.   Shareholder Rights Plans. If the rights provided for in any rights plan adopted by the Company have separated from Common Stock in accordance with the provisions of such rights plan, the Conversion Rate will be adjusted as provided in Section 10.04(c).

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          SECTION 10.08.   Reserved.

          SECTION 10.09.   Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Conversion Rate or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the amount of the cash (or to the extent provided by Section 10.04(f), the validity or value or the kind or amount of any assets, debt, securities or rights, warrants or options that may at any time be issued or delivered upon the cash conversion of any Note); and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to deliver cash (or to the extent provided by Section 10.04(f), transfer or deliver any assets, debt or rights, warrants or options upon the surrender of any Note) for the purpose of cash conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) upon which the Cash Conversion Settlement Amount will be based after any event referred to in such Section 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 10.01 has occurred that makes the Notes eligible for cash conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 10.01 with respect to the commencement or termination of such cash conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 10.01.

ARTICLE 11

Miscellaneous

          SECTION 11.01.   Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the Trust Indenture Act, the required provision shall control.

          SECTION 11.02.   Notices. Any notice or communication shall be in writing (including telecopy) and delivered in person or mailed by first-class mail addressed as follows:

 if to the Company:

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Covanta Holding Corporation
40 Lane Road
Fairfield, NJ 07004
Attention: President and Chief Executive Officer

if to the Trustee:

Wells Fargo Bank, National Association
45 Broadway, 14^th Floor
New York, NY 10006
Attention: Corporate Trust Services

          The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

          Any notice or communication mailed to a Noteholder shall be mailed to the Noteholder at the Noteholder’s address as it appears on the Register of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

          Failure to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

          SECTION 11.03.   Communication by Noteholders with Other Noteholders. Noteholders may communicate pursuant to Trust Indenture Act § 312(b) with other Noteholders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act § 312(c).

          SECTION 11.04.   Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

          (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

          (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

          SECTION 11.05.   Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

          (a) a statement that the individual making such certificate or opinion has read such covenant or condition;

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          (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

          (c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

          (d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

          SECTION 11.06.   When Notes Disregarded. In determining whether the Noteholders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

          SECTION 11.07.   Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Noteholders. The Registrar and the Paying Agent may make reasonable rules for their functions.

          SECTION 11.08.   Business Day. A “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are authorized or obligated by law or executive order to close or be closed.

          SECTION 11.09.   GOVERNING LAW, WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND SERVICE. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY 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 THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

     To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and may be enforced in any courts to the jurisdiction of which the Company is subject by a suit upon such judgment, provided, that service of process is

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effected upon the Company in the manner specified herein or as otherwise permitted by law. The Company hereby irrevocably designates and appoints Corporation Service Company (the “Process Agent”) as its authorized agent for purposes of this section, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company, in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary, to continue such designation and appointment of the Process Agent in full force and effect so long as the Company, has any outstanding obligations under this Indenture. To the extent the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture to the extent permitted by law.

          SECTION 11.10.   No Recourse Against Others. A director, officer, employee, incorporator, shareholder or partner, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

          SECTION 11.11.   Successors. All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

          SECTION 11.12.   Multiple Originals. The parties may sign any number of copies of this 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 Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original 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.

          SECTION 11.13.   Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this 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 11.14.   Severability Clause. In case any provision in this 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.

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          SECTION 11.15.   Calculations. Except as otherwise provided herein, the Company will be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Closing Sale Price of the Common Stock, the Trading Price of the Notes, accrued interest payable on the Notes, the amount and timing of any adjustments to the Conversion Rate and Conversion Price and the Cash Conversion Settlement Amount deliverable upon cash conversion. The Company or its agents will make all these calculations in good faith and, absent manifest error, such calculations will be final and binding on Holders. The Company will provide a schedule of these calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to conclusively rely upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward these calculations to any holder of the Notes upon the written request of that Holder.

          SECTION 11.16.   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 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.

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

COVANTA HOLDING CORPORATION, as Issuer
By:	/s/ Mark Pytosh
	Name:	Mark Pytosh
	Title:	Executive Vice President and Chief Financial Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Raymond Delli Colli
	Name:	Raymond Delli Colli
	Title:	Vice President

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EXHIBIT A

[FORM OF FACE OF NOTE]

[Global Note Legend]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO COVANTA HOLDING CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Note Legend]

     THE SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, UNTIL SUCH TIME AS COVANTA HOLDING CORPORATION (THE “COMPANY”) HAS INSTRUCTED THE TRUSTEE THAT THIS LEGEND NO LONGER APPLIES, THIS NOTE MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT WITHIN THE LATER OF (X) ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF NOTES (INCLUDING THROUGH THE EXERCISE OF THE OVER-ALLOTMENT OPTION PURSUANT TO THE PURCHASE AGREEMENT DATED AS OF MAY 18, 2009, AMONG THE COMPANY AND THE INITIAL PURCHASERS SPECIFIED THEREIN) AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE NOTES EVIDENCED HEREBY EXCEPT (A) TO THE COMPANY; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN

A-1

COMPLIANCE WITH RULE 144A (IF AVAILABLE); OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS NOTE WITHIN THE LATER OF (X) SIX MONTHS (OR, IF THE COMPANY HAS NOT SATISFIED THE CURRENT PUBLIC INFORMATION REQUIREMENTS OF RULE 144, ONE YEAR) AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF NOTES (INCLUDING THROUGH THE EXERCISE OF THE OVER-ALLOTMENT OPTION) AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE COMPANY, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REQUIRE AND MAY RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN ANY EVENT, NO AFFILIATE OF THE COMPANY MAY RESELL THIS NOTE OTHER THAN IN CONFORMITY WITH RULE 144 BEFORE ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF NOTES (INCLUDING THROUGH THE EXERCISE OF THE OVER-ALLOTMENT OPTION).

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No.                    

3.25% Cash Convertible Senior Note due 2014

CUSIP No.: 22282E AB8

ISIN No.: US22282EAB83

     COVANTA HOLDING CORPORATION, a Delaware corporation, promises to pay to [Cede & Co.]¹, or registered assigns, the principal sum of [                    ] Million Dollars ($                    ) [or such lesser amount as is indicated in the records of the Trustee and DTC]², on June 1, 2014, and to pay interest thereon from May 22, 2009, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 1 and December 1 of each year, commencing December 1, 2009, at the rate of 3.25% per annum, until the principal hereof is paid or made available for payment or cash converted. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., New York City time, on the Regular Record Date for such interest, which shall be May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., New York City time, on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not more than fifteen calendar days and not less than ten calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture (as defined on the reverse hereof).

     Interest on the Notes for a Full Interest Period will be calculated on the basis of a 360 day period consisting of twelve 30 day months. Interest on the Notes for a period other than a Full Interest Period will be calculated on the basis of the actual number of days elapsed during the period and a 365 day year. If a payment date is not a Business Day, payment will be made on the next succeeding Business Day, and no additional interest will accrue in respect of such payment by virtue of the payment being made on such later date.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     This Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State.

1	Use bracketed language only if Global Note.
2	Use bracketed language only if Global Note.

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     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture (as defined on the reverse hereof) or be valid or obligatory for any purpose.

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Dated:

COVANTA HOLDING CORPORATION,
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF
     AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION,
           as Trustee, certifies that this is one of the
           Notes referred to in the Indenture.

By:
	Authorized Signatory

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[FORM OF REVERSE SIDE OF NOTE]

3.25% Cash Convertible Senior Note due 2014

     COVANTA HOLDING CORPORATION, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), issued this Note under an Indenture dated as of May 22, 2009, (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee, to which reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders and of the terms upon which the Notes are, and are to be, authorized and delivered. Except as specifically provided in Section 1(a) hereof, all terms used in this Note which are defined in the Indenture shall have the meaning assigned to them in the Indenture.

1. Further Provisions Relating to Interest

     (a) Additional Interest. Subject to Section 6.03(d) of the Indenture, if, at any time during the six-month period beginning on, and including, the date which is six months after the last date of the original issuance of the Notes and ending on, and including, the 365th day after the last date of the original issuance of the Notes offered hereby, the Company fails to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods pursuant to Rule 12b-25 thereunder and other than current reports on Form 8-K), or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of the Indenture or the Notes), the Company shall pay Additional Interest on the Notes which shall accrue on the Notes at a rate of 0.25% per annum of the principal amount of Notes outstanding for each day during such period for which the Company’s failure to file, or the failure of the Notes to be freely tradable by Holders other than the Company’s Affiliates, as described above, has occurred and is continuing, which rate shall be increased by an additional 0.25% per annum following the 90th day on which such Additional Interest has accrued, provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum; and provided further that the Company shall have 14 calendar days, in the aggregate, to cure any such late filings or failures of the Notes to be freely tradable before any such Additional Interest shall accrue. Subject to Section 6.03(d) of the Indenture, if, and for so long as the Notes are not freely tradable by Holders other than the Company’s Affiliates as of the 366th day after the last date of the original issuance of the Notes, the Company shall pay Additional Interest on the Notes which shall accrue on the Notes at a rate of 0.25% per annum of the principal amount of Notes outstanding for each day after the 3656h day after the last date of the original issuance of the Notes until the Notes are freely tradable by Holders other than the Company’s Affiliates, which rate shall be increased by an additional 0.25% per annum following the 90th day on which such Additional Interest has accrued, provided that the rate at which such Additional Interest under Section 6.03(b) of the Indenture accrues may in no event exceed 0.50% per annum.

     (b) In the event of the Company’s failure to perform or observe the covenant in Section 4.03(a) of the Indenture, the Company will pay additional interest (the “Reporting

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Additional Interest”) on the Notes at an annual rate equal to 0.50% of the principal amount of the Notes for the 364 days after the occurrence of such an Event of Default. Reporting Additional Interest will be payable in the same manner and on the same Interest Payment Dates as the stated interest payable on the Notes. Reporting Additional Interest will accrue on all outstanding Notes from, and including, the date on which an Event of Default relating to a failure by the Company to comply with its obligations pursuant to Section 4.03(a) of the Indenture first occurs to, but not including, the 365^th day thereafter (or such earlier date on which the Event of Default relating to the Company’s obligations pursuant to Section 4.03(a) of the Indenture shall have been cured or waived). On such 365^th day (or earlier, if an Event of Default relating to the Company’s obligations pursuant to Section 4.03(a) of the Indenture is cured or waived prior to such 365^th day), such Reporting Additional Interest will cease to accrue and the Notes will be subject to acceleration as provided in Section 6.02 of the Indenture if such Event of Default is continuing. For the avoidance of doubt, in the event Additional Interest is also triggered under Section 6.03 of the Indenture, the interest rate applicable to the Notes under such section shall apply to the Notes under Section 6.13 of the Indenture and shall constitute the exclusive rate of additional interest applicable to the Notes under such circumstances.

     (c) Except as otherwise specifically set forth, all references herein to “interest” include Defaulted Interest, if any, Additional Interest, if any, and Reporting Additional Interest, if any.

     (d) The Company shall pay interest (to the extent lawful) on overdue principal, Fundamental Change Repurchase Price or interest at the rate per annum borne by the Notes plus 1%.

1. Method of Payment

     The Company will pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders of Notes at 5:00 p.m., New York City time, on the May 15 and November 15 next preceding the Interest Payment Date even if Notes are canceled after the record date and on or before the Interest Payment Date, except as otherwise provided in the Indenture. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.

     The Company shall pay interest on:

     (i) any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its nominee;

     (ii) any Notes in certificated form having a principal amount of less than $5,000,000, by check mailed to the address of the Person entitled thereto as it appears in the Register, provided, however, that the interest payable on the Maturity Date will be paid to the Person to whom the principal amount is paid; and

     (iii) any Notes in certificated form having a principal amount of $5,000,000 or more, by wire transfer in immediately available funds at the election of the Holder of such Notes duly delivered to the trustee at least five Business Days prior to the relevant Interest Payment

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Date, provided, however, that the interest payable on the Maturity Date will be paid to the Person to whom the principal amount is paid.

2. Paying Agent, Registrar, Conversion Agent and Bid Solicitation Agent

     Initially, Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States (the “Trustee”), will act as Paying Agent, Registrar, Conversion Agent and Bid Solicitation Agent. The Company may appoint and change any Paying Agent, Registrar or co-registrar, Conversion Agent or Bid Solicitation Agent without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

3. Sinking Fund

     The Notes are not subject to any sinking fund.

4. Repurchase of Notes at the Option of Noteholders Upon a Fundamental Change

     Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or multiples thereof) on the Fundamental Change Repurchase Date at a price equal to 100% of the principal amount of the Notes such Holder elects to require the Company to repurchase, together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date. The Company or, at the written request of the Company, the Trustee shall mail to all holders of record of the Notes a notice of the occurrence of a Fundamental Change and of the repurchase right arising as a result thereof on or before the fifth (5^th) calendar day after the occurrence of such Fundamental Change.

5. Cash Conversion

     Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified in the Indenture and prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Maturity Date, to cash convert any Notes or portion thereof that is $1,000 or multiples thereof at a Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture, upon surrender of this Note, together with a Cash Conversion Notice as provided in the Indenture and this Note, to the Company at the office or agency of the Company maintained for that purpose in New York City. Upon cash conversion, the Company shall satisfy its Cash Conversion Obligation in cash. Subject to the limited exception described in the Indenture, the Company will not deliver Common Stock (or any other securities) upon conversion of this Note under any circumstances. The initial Conversion Rate shall be 53.9185 shares of Common Stock for each $1,000 principal amount of Notes.

6. Denominations, Transfer, Exchange

     The Notes are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Noteholder may transfer or exchange Notes in accordance with the

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Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Noteholder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.

7. Persons Deemed Owners

     The registered Holder of this Note may be treated as the owner of it for all purposes.

8. Unclaimed Money

     Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal or interest and any cash (or other property) due in respect of cash converted Notes that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money and/or securities must look to the Company for payment as general creditors.

9. Amendment, Waiver

     Subject to certain exceptions, the Indenture contains provisions permitting an amendment of the Indenture or the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and the waiver of any Event of Default (other than with respect to nonpayment, or failure to satisfy the Cash Conversion Obligation or in respect of a provision that cannot be amended without the written consent of each Holder affected) or noncompliance with any provision with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes.

     In addition, the Indenture permits an amendment of the Indenture or the Notes without the consent of any Holder under circumstances specified in the Indenture. The Indenture also permits an amendment of the Indenture or the Notes only with the consent of any Holder affected thereby under circumstances specified in the Indenture.

10. Defaults and Remedies

     Except as specified in the Indenture, if an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Noteholders. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

     If an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Noteholders unless such Noteholders have offered to the Trustee indemnity or

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security satisfactory to it against any loss, liability or expense. Subject to certain exceptions, no Noteholder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Noteholder has previously given to the Trustee written notice stating that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the outstanding Notes make a written request to the Trustee to pursue the remedy and offer to the Trustee reasonable security or indemnity against any costs, liability or expense of the Trustee; (iii) the Trustee does not comply with the request within 60 calendar days after receipt of the request and the offer of security or indemnity; and (iv) the Trustee does not receive an inconsistent direction from Holders of a majority in aggregate principal amount of the Notes during such 60 day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Noteholder or that would involve the Trustee in personal liability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

     No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Company and the holder of the Notes, the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note or the Cash Conversion Settlement Amount upon cash conversion of this Note, at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.

11. Trustee Dealings with the Company

     Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

12. No Recourse Against Others

     A director, officer, employee, incorporator, shareholder or partner, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

13. Authentication

     This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.

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14. Abbreviations

     Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

15. GOVERNING LAW

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

16. CUSIP and ISIN Numbers

     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of repurchase and reliance may be placed only on the other identification numbers placed thereon.

     The Company will furnish to any holder of Notes upon written request and without charge to the holder a copy of the Indenture which has in it the text of this Note.

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CASH CONVERSION NOTICE

TO: COVANTA HOLDING CORPORATION
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.

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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FUNDAMENTAL CHANGE REPURCHASE NOTICE

TO: COVANTA HOLDING CORPORATION
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

          The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Covanta Holding Corporation (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Indenture.

Dated:                                         

Signature(s):

NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever.

     Notes Certificate Number (if applicable):                                                             

     Principal amount to be repurchased (if less than all, must be $1,000 or whole multiples thereof):                                         

     Social Security or Other Taxpayer Identification Number:                     

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ASSIGNMENT

          For value received                                                              hereby sell(s) assign(s) and transfer(s) unto                                                              (Please insert social security or other Taxpayer Identification Number of assignee) the within Notes, and hereby irrevocably constitutes and appoints                                                              attorney to transfer said Notes on the books of the Company, with full power of substitution in the premises.

          In connection with any transfer of the Notes prior to the first anniversary of the last date of the original issuance of the Notes, the undersigned confirms that such Notes are being transferred:

o To Covanta Holding Corporation or a subsidiary thereof; or

o To a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended; or

o Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or

o Pursuant to a Registration Statement which has been declared effective under the Securities Act of 1933, as amended, and which continues to be effective at the time of transfer;

and unless the Notes has been transferred to Covanta Holding Corporation or a subsidiary thereof, the undersigned confirms that such Notes are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

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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

NOTICE: The signature on this Assignment 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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EX-10.1

Exhibit 10.1

EXECUTION VERSION

COVANTA HOLDING CORPORATION

3.25% Cash Convertible Senior Notes due 2014

PURCHASE AGREEMENT

May 18, 2009

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:

          Covanta Holding Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $400,000,000 aggregate principal amount of 3.25% Cash Convertible Senior Notes due 2014 (the “Firm Notes”) to the initial purchasers (the “Initial Purchasers”) named in Schedule 1 attached to this agreement (this “Agreement”) for whom you are acting as representatives (the “Representatives”). In addition, the Company proposes to issue and sell to the Initial Purchasers up to an additional $60,000,000 aggregate principal amount of 3.25% Cash Convertible Senior Notes due 2014 on the terms set forth in Section 2 (the “Option Notes”). The Firm Notes and the Option Notes, if purchased, are hereinafter collectively called the “Notes.” The Notes will be issued pursuant to an indenture (the “Indenture”) to be entered into on the Initial Delivery Date (as defined in Section 5) by the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Notes will be convertible into cash based on the market price of the shares of common stock of the Company, par value $0.10 per share (the “Common Stock”), in accordance with the terms of the Notes and the Indenture. This is to confirm the agreement concerning the purchase of the Notes from the Company by the Initial Purchasers.

          1. Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption pursuant to Section 4(2) under the Securities Act. The Company has prepared a preliminary offering memorandum, dated May 18, 2009 (the “Preliminary Offering Memorandum”), a pricing term sheet substantially in the form attached hereto as Schedule 2 (the “Pricing Term Sheet”) and an offering memorandum, dated May 18, 2009 (the “Offering Memorandum”), setting forth information regarding the Company and the Notes. The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet and any of the documents listed on Schedule 3 hereto (other than any “road show”) are collectively referred to as the “Pricing Disclosure Package.” The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum and any other documents listed on Schedule 3 hereto in connection with the

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offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 4:30 p.m. (New York City time) on the date of this Agreement.

          Any reference to the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum shall be deemed to refer to and include the Company’s most recent Annual Report on Form 10-K and all subsequent documents filed with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, as the case may be. Any reference to the Preliminary Offering Memorandum, Pricing Disclosure Package or the Offering Memorandum, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include any documents filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the date of the Preliminary Offering Memorandum, Pricing Disclosure Package or the Offering Memorandum, as the case may be, and prior to such specified date. All documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Memorandum, Pricing Disclosure Package or the Offering Memorandum, as the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports.” The Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder.

          It is understood and acknowledged that upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the following legend (along with such other legends as the Initial Purchasers and their counsel deem necessary):

THE SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, UNTIL SUCH TIME AS COVANTA HOLDING CORPORATION (THE “COMPANY”) HAS INSTRUCTED THE TRUSTEE THAT THIS LEGEND NO LONGER APPLIES, THIS NOTE MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT WITHIN THE LATER OF (X) ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF NOTES (INCLUDING THROUGH THE EXERCISE OF THE OVER-ALLOTMENT OPTION PURSUANT TO THE PURCHASE AGREEMENT DATED AS OF MAY 18, 2009, AMONG THE COMPANY AND THE INITIAL PURCHASERS SPECIFIED THEREIN) AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE NOTES EVIDENCED HEREBY EXCEPT (A) TO THE COMPANY; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL

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BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS NOTE WITHIN THE LATER OF (X) SIX MONTHS (OR, IF THE COMPANY HAS NOT SATISFIED THE CURRENT PUBLIC INFORMATION REQUIREMENTS OF RULE 144, ONE YEAR) AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF NOTES (INCLUDING THROUGH THE EXERCISE OF THE OVER-ALLOTMENT OPTION) AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE COMPANY, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REQUIRE AND MAY RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN ANY EVENT, NO AFFILIATE OF THE COMPANY MAY RESELL THIS NOTE OTHER THAN IN CONFORMITY WITH RULE 144 BEFORE ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF NOTES (INCLUDING THROUGH THE EXERCISE OF THE OVER-ALLOTMENT OPTION).

          You have advised the Company that you will make offers (the “Exempt Resales”) of the Notes purchased by you hereunder on the terms set forth in each of the Pricing Disclosure Package and the Offering Memorandum, as amended or supplemented, solely to persons (the “Eligible Purchasers”) whom you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”).

          2. Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that:

     (a) When the Notes are issued and delivered pursuant to this Agreement, the Notes will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Company that are listed on a United States national securities exchange registered or that are quoted in a United States automated inter-dealer quotation system.

     (b) Assuming that your representations and warranties in Section 4(a) are true, the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) is exempt from the registration requirements of the Securities Act. No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Company or any of its representatives (other than the Initial Purchasers, as to whom the Company makes no representation) in connection with the offer and resale of the Notes.

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     (c) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act.

     (d) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Company for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Company is contemplated.

     (e) The Pricing Disclosure Package did not, as of the Applicable Time, and will not, as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 9(e).

     (f) The Offering Memorandum will not, as of its date and as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 9(e).

     (g) The Company has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representatives; any such Free Writing Offering Document the use of which has been previously consented to by the Initial Purchasers is set forth substantially in form and substance as attached hereto on Schedule 3. Each Free Writing Offering Document, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, and will not, as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained therein or omitted therefrom in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any

5

Initial Purchaser specifically for inclusion therein, which information is specified in Section 9(e).

     (h) The Exchange Act Reports did not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the foregoing representation and warranty is given on the basis that any statement contained in an Exchange Act Report shall be deemed not to be contained therein if the statement has been modified or superseded by any statement in a subsequently filed Exchange Act Report or in any amendment or supplement thereto.

     (i) Each of the Company and its subsidiaries (as defined in Section 18) has been duly organized, is validly existing and in good standing as a corporation or other business entity under the laws of its jurisdiction of organization and is qualified to do business and in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, results of operations, stockholders’ equity, properties or business of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); each of the Company and its subsidiaries has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged. Schedule 4-A hereto sets forth a true and correct list of all subsidiaries owned or controlled by the Company that would be required to be disclosed under Item 601(b)(21) of Regulation S-K. None of the subsidiaries of the Company (other than the subsidiaries listed on Schedule 4-B hereto (collectively, the “Significant Subsidiaries”)) is a “significant subsidiary” (as defined in Rule 405).

     (j) The Company has an authorized capitalization as set forth in each of the Pricing Disclosure Package and the Offering Memorandum, and all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, conform in all material respects to the description thereof contained or incorporated by reference in each of the Pricing Disclosure Package and the Offering Memorandum and were issued in compliance with federal and, to the best knowledge of the Company, state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued, conform in all material respects to the description thereof contained in each of the Pricing Disclosure Package and the Offering Memorandum and were issued in compliance with federal and, to the best knowledge of the Company, state securities laws. All of the issued shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims created pursuant to the Credit and Guaranty Agreement, dated as of February 9, 2007, among the Company, Covanta Energy

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Corporation, certain of its subsidiaries, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, or as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (k) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Notes and the Indenture; the Notes have been duly authorized and, when issued and delivered by the Company and paid for by the Initial Purchasers pursuant to this Agreement and duly authenticated by the Trustee, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, and will be enforceable against the Company in accordance with their terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equity principles (whether considered in a proceeding in equity or at law); the Indenture has been duly authorized by the Company and, when executed and delivered by the Company, and assuming the due authorization, execution and delivery of the Indenture by the Trustee, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equity principles (whether considered in a proceeding in equity or at law); and the Notes and the Indenture will conform in all material respects to the descriptions thereof in each of the Pricing Disclosure Package and the Offering Memorandum.

     (l) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company.

     (m) The execution, delivery and performance of this Agreement by the Company, the issuance of the Notes, the consummation of the other transactions contemplated hereby and the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Offering Memorandum will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Company and its subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on the performance of this Agreement, the issuance of the Notes or consummation of the other transactions contemplated hereby, (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or any of its subsidiaries; or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets.

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     (n) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets is required for the execution, delivery and performance of this Agreement by the Company, the issuance of the Notes, the consummation of the other transactions contemplated hereby and the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Offering Memorandum, except for such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state or foreign securities laws in connection with the purchase and sale of the Notes by the Initial Purchasers.

     (o) Except as described in each of the most recent Pricing Disclosure Package and the Offering Memorandum, there are no contracts, agreements or understandings between the Company and any person granting such person the right (other than rights which have been waived in writing or otherwise satisfied) to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person.

     (p) Neither the Company nor any other person acting on behalf of the Company has sold or issued any securities that would be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations promulgated by the Commission or the interpretations thereof by the Commission.

     (q) Except as described in each of the Pricing Disclosure Package and the Offering Memorandum, (i) neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and (ii) since such date, there has not been any change in the capital stock of the Company or the long-term debt of the Company or any of its subsidiaries or any adverse change, or any development involving a prospective adverse change, in or affecting the financial condition, results of operations, stockholders’ equity, properties, management or business of the Company and its subsidiaries taken as a whole, in each case except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (r) Since the date as of which information is given in the Pricing Disclosure Package and except as described in each of the Pricing Disclosure Package and the Offering Memorandum, the Company has not (i) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (ii) entered into any material transaction not in the ordinary course of business or (iii) declared or paid any dividend on its capital stock.

     (s) The statements set forth or incorporated by reference in each of the Pricing Disclosure Package and the Offering Memorandum under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the material terms of the

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Notes, under the caption “Description of Registrant’s Securities to be Registered” in Form 8-A/A filed with the Commission on November 17, 2006, insofar as they purport to constitute a summary of the material terms of the Common Stock, under the caption “Description of Concurrent Cash Convertible Note Hedge Transactions and Warrant Transactions,” insofar as they purport to constitute a summary of the material terms of the cash convertible note hedge transactions and the warrant transactions, under the caption “Certain United States Federal Income Tax Considerations,” insofar as they purport to describe the provisions of the documents and matters referred to therein, and under the caption “Plan of Distribution,” insofar as they purport to describe the provisions of the documents referred to therein, fairly summarize in all material respects the matters referred to therein.

     (t) The historical financial statements of the Company and its subsidiaries (including the related notes and supporting schedules) included or incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods involved.

     (u) Ernst & Young LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries, whose report appears or is incorporated by reference in each of the Pricing Disclosure Package and the Offering Memorandum and who have delivered the initial letter referred to in Section 8(h) hereof, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder.

     (v) The Company and each of its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case, free and clear of all liens, encumbrances and defects, except such as are described in each of the Pricing Disclosure Package and the Offering Memorandum or such as would not reasonably be expected to result in a Material Adverse Effect; and all assets held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as would not reasonably be expected to result in a Material Adverse Effect.

     (w) The Company and each of its subsidiaries carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as the Company reasonably believes (i) is commercially adequate for the conduct of their respective businesses and the value of their respective properties and (ii) is customary for companies engaged in similar businesses in similar industries. All policies of insurance of the Company and its subsidiaries are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies in all material respects; and neither the Company nor any of its subsidiaries has received notice from any insurer or agent of such insurer that material capital improvements or other material expenditures are required or necessary to be made in order to continue such insurance.

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     (x) The Company is not, and as of the applicable Delivery Date (as defined in Section 5) and after giving effect to the offer and sale of the Notes and the application of the proceeds therefrom as described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Offering Memorandum will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

     (y) Except as described in each of the Pricing Disclosure Package and the Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject that would, in the aggregate, reasonably be expected to have a Material Adverse Effect or would, in the aggregate, reasonably be expected to have a material adverse effect on the performance of this Agreement, the issuance of the Notes or consummation of the other transactions contemplated hereby; and to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others.

     (z) There are no material legal or governmental proceedings or contracts or other material documents of a character that would be required to be described in a registration statement filed under the Securities Act or, in the case of documents, to be filed as exhibits to such registration statement pursuant to Item 601(10) of Regulation S-K, that are not described in each of the Pricing Disclosure Package and the Offering Memorandum.

     (aa) No relationship, direct or indirect, exists that would be required to be described in a registration statement filed under the Securities Act between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is not described in each of the Pricing Disclosure Package and the Offering Memorandum.

     (bb) No labor disturbance by the employees of the Company or its subsidiaries exists or, to the knowledge of the Company, is imminent that would reasonably be expected to have a Material Adverse Effect.

     (cc) (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) with respect to each Plan: (a) no “reportable event” (within the meaning of Section 4043(c) of ERISA, including, without limitation, any failure to make a required minimum funding payment as described in Pension Benefit Guaranty Corporation (“PBGC”) Regulation Section 4043.25) has occurred or is reasonably expected to occur; (b) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a

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statutory or administrative exemption; (c) no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (d) no Plan is, or is reasonably expected to be, in “at-risk status” (within the meaning of Section 303(i) of ERISA) or “endangered status” or “critical status” (within the meaning of Section 305 of ERISA); and (e) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

     (dd) The Company and each of its subsidiaries have filed all federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due thereon, and no tax deficiency has been determined adversely to the Company or any of its subsidiaries, nor does the Company have any knowledge of any tax deficiencies that would, in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (ee) Neither the Company nor any of its subsidiaries (i) is in violation of its charter or by-laws (or similar organizational documents), (ii) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation or default would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (ff) The Company and each of its subsidiaries (i) make and keep accurate books and records and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (gg) (i) The Company and each of its subsidiaries have established and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15

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under the Exchange Act), (ii) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company and its subsidiaries in the reports they will file or submit under the Exchange Act is accumulated and communicated to management of the Company and its subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.

     (hh) There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

     (ii) The Company and each of its subsidiaries have such permits, licenses, patents, franchises, certificates of need and other approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their properties and conduct their businesses in the manner described in each of the Pricing Disclosure Package and the Offering Memorandum, except for any of the foregoing that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect or except as described in each of the Pricing Disclosure Package and the Offering Memorandum; each of the Company and its subsidiaries has fulfilled and performed all of its material obligations with respect to the Permits; none of the Company or its subsidiaries is aware of any proceedings relating to the revocation or material modification thereof, except for any of the foregoing that would not reasonably be expected to have a Material Adverse Effect or except as described in each of the Pricing Disclosure Package and the Offering Memorandum.

     (jj) The Company and each of its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, know-how, software, systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses and have no reason to believe that the conduct of their respective businesses will conflict with, and have not received any notice of any claim of conflict with, any such rights of others, except for any failure to own or possess such adequate rights or any such conflict that would not reasonably be expected to result in a Material Adverse Effect.

     (kk) The Company and each of its subsidiaries (i) are, and at all times prior hereto were, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, national, state, provincial, regional, or local authority, relating to the protection of human health or safety, the environment, or natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and

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authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) have not received notice of any actual or alleged violation of Environmental Laws, or of any potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in each of the Pricing Disclosure Package and the Offering Memorandum, (A) there are no proceedings that are pending, or known to be contemplated, against the Company or any of its subsidiaries under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (B) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries and (C) none of the Company and its subsidiaries anticipates material capital expenditures relating to Environmental Laws.

     (ll) The Company is in compliance in all respects with all presently applicable state and local laws and regulations relating to the safety of its operations, including the Operational Safety and Health Act of 1970, as amended, and the regulations thereunder, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect.

     (mm) For each of the insurance Subsidiaries of the Company chartered as an insurance company under state law other than Valor Insurance Company, Incorporated (the “Insurance Subsidiaries”), the Company has delivered true, correct and complete copies of the statutory financial statements (including the annual reports filed in each state in which one of such Insurance Subsidiaries is admitted or approved) for each such Insurance Subsidiary for the years 2006 through 2008. All such statements shall be referred to as “Insurance Subsidiary Statements”; the Insurance Subsidiary Statements present fairly in all material respects, on a consistent basis and in accordance with practices prescribed or permitted by the appropriate regulatory agencies of each state in which the Insurance Subsidiary Statements have been filed or may be required to be filed, the financial position at the end of each such referenced period and results of each such Insurance Subsidiary’s operations for each such referenced period; the exhibits and schedules included in the Insurance Subsidiary Statements are fairly stated in all material respects in relation to the subject Insurance Subsidiary and the Insurance Subsidiary Statements comply in all material respects with applicable regulatory requirements.

     (nn) Each of the Insurance Subsidiaries is duly licensed as an insurance company under the applicable insurance laws and the rules, regulations and interpretations of the insurance regulatory authorities thereunder of each jurisdiction in which the conduct of its existing business as described in the Pricing Disclosure Package and the Offering Memorandum requires such licensing, except for such jurisdictions in

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which the failure to be so licensed would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect.

     (oo) Each subsidiary of the Company that owns, leases or operates an electric generation facility located within the United States that makes sales at wholesale (i) either (A) has been granted by the Federal Energy Regulatory Commission (“FERC”) “exempt wholesale generator” or “EWG” (within the meaning of FERC regulations) status, (B) owns a facility that is a “Qualifying Facility” (“QF”) as defined under the Public Utility Regulatory Policies Act of 1978, as amended, and the current rules and regulations promulgated thereunder (“PURPA”), or (C) operates a facility owned by a state or municipality of a state and is thus exempt from the Federal Power Act (“FPA”) under Section 201(f) of the FPA; and (ii) other than Covanta Mid-Connecticut, Inc. (which operates a facility that is owned by the Connecticut Resource Recovery Authority, a public instrumentality and political subdivision of the State of Connecticut established by statute), either (A) has received an order from the FERC that is in full force and effect and not subject to any pending challenge, investigation, complaint, or other proceeding (other than generic proceedings generally applicable in the industry) (x) authorizing such subsidiary to engage in wholesale sales of energy, capacity and/or ancillary services pursuant to Section 205 of the FPA and (y) granting blanket authorizations to issue securities and to assume liabilities pursuant to Section 204 of the FPA or (B) with respect to any subsidiary that owns, leases or operates a QF, such facility is a QF under PURPA and is exempt from regulation under Section 204 of the FPA, and exempt from Sections 205 and 206 of the FPA with respect to current sales from the facilities.

     (pp) Neither the Company, nor any of its subsidiaries, is subject to (i) regulation as a “public utility”, “public service company” or “utility holding company” (or any similar designation) by any state in the United States, including regulation of rates for utility service, securities issuances or other transactions, or (ii) regulation by any local, state, federal or foreign governmental authority requiring any notice, consent or approval for the issuance of the Notes in the manner contemplated in this Agreement.

     (qq) Other than the Insurance Subsidiaries, no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in each of the Pricing Disclosure Package and the Offering Memorandum.

     (rr) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or

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(iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

     (ss) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened, except, in each case, as would not reasonably be expected to have a Material Adverse Effect.

     (tt) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

     (uu) The Company has not distributed and, prior to the later to occur of any Delivery Date and completion of the distribution of the Notes, will not distribute any offering material in connection with the offering and sale of the Notes other than the Pricing Disclosure Package, the Offering Memorandum and any Free Writing Offering Document to which the Representatives have consented in accordance with Section 6(f).

     (vv) The Company and its affiliates have not taken and will not take, directly or indirectly, any action designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any securities of the Company in connection with the offering of the Notes.

     (ww) No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Pricing Disclosure Package or the Offering Memorandum has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

          Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Initial Purchasers in connection with the offering of the Notes shall be deemed a representation and warranty by the Company, as to matters covered thereby, but only as of the date thereof, to each Initial Purchaser.

          3. Purchase of the Notes by the Initial Purchasers. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this

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Agreement, the Company agrees to issue and sell to the several Initial Purchasers, and each of the Initial Purchasers, severally and not jointly, agrees to purchase from the Company the principal amount of the Firm Notes set forth opposite that Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 10 hereof.

          In addition, the Company grants to the Initial Purchasers an option to purchase up to an additional $60,000,000 aggregate principal amount of Option Notes, solely to cover over-allotments, if any. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Initial Purchaser agrees, to the extent such option is exercised, severally and not jointly, to purchase the principal amount of Option Notes that bears the same proportion to the aggregate principal amount of Option Notes to be sold on such Delivery Date as the principal amount of Firm Notes set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Notes.

          The price of the Firm Notes purchased by the Initial Purchasers shall be equal to 97.25% of the principal amount thereof. The price of the Option Notes purchased by the Initial Purchasers shall be 97.25% of the principal amount thereof plus unpaid interest that has accrued with respect to the Firm Notes from the Initial Delivery Date to, but not including, the applicable Delivery Date.

          The Company shall not be obligated to deliver any of the Firm Notes or Option Notes to be delivered on the applicable Delivery Date, except upon payment for all such Notes to be purchased on such Delivery Date as provided herein.

     4. Offering of Notes by the Initial Purchasers. (a) Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to the Company that it will offer the Notes for sale upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package. Each of the Initial Purchasers hereby represents and warrants to, and agrees with, the Company, on the basis of the representations, warranties and agreements of the Company, that such Initial Purchaser: (i) is a QIB with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Notes; (ii) is purchasing the Notes pursuant to a private sale exempt from registration under the Securities Act; (iii) in connection with the Exempt Resales, will solicit offers to buy the Notes only from, and will offer to sell the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Pricing Disclosure Package; and (iv) will not offer or sell the Notes, nor has it offered or sold the Notes by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising). The Initial Purchasers have advised the Company that they will offer the Notes to Eligible Purchasers at a price initially equal to 100% of the principal amount thereof, plus accrued interest, if any, from the Initial Delivery Date. Such price may be changed by the Initial Purchasers at any time without notice.

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     (b) Each Initial Purchaser has not nor, prior to the later to occur of (A) the Initial Delivery Date and (B) completion of the distribution of the Notes, will not, use, authorize use of, refer to or distribute any material in connection with the offering and sale of the Notes other than (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum, (ii) any written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Offering Memorandum or any Free Writing Offering Document listed on Schedule 3 hereto, (iii) the Free Writing Offering Documents listed on Schedule 3 hereto, (iv) any written communication prepared by such Initial Purchaser and approved in advance by the Company in writing, or (v) any written communication that contains the terms of the Notes and/or other information that was included (including through incorporation by reference) in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum.

          Each of the Initial Purchasers understands that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 8 hereof, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

          5. Delivery of and Payment for the Notes. Delivery of and payment for the Firm Notes shall be made at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Notes shall be made to the Representatives for the account of each Initial Purchaser against payment by the several Initial Purchasers through the Representatives of the respective aggregate purchase prices of the Firm Notes being sold by the Company to or upon the order of the Company by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Initial Purchaser hereunder. The Company shall deliver the Firm Notes through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct.

          The option granted in Section 2 may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives not later than 30 days after the date of this Agreement. Such notice shall set forth the aggregate principal amount of Option Notes as to which the option is being exercised, the names in which the principal amount of Option Notes are to be registered, the denominations in which the principal amount of Option Notes are to be issued and the date and time, as determined by the Representatives, when the principal amount of Option Notes are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. Each date and time the principal amount of Option Notes are delivered is sometimes referred to as an “Option Notes Delivery Date,” and

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the Initial Delivery Date and any Option Notes Delivery Date are sometimes each referred to as a “Delivery Date.”

          Delivery of the Option Notes by the Company and payment for the Option Notes by the several Initial Purchasers through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the Option Notes Delivery Date, the Company shall deliver or cause to be delivered the Option Notes to the Representatives for the account of each Initial Purchaser against payment by the several Initial Purchasers through the Representatives of the respective aggregate purchase prices of the Option Notes being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Initial Purchaser hereunder. The Company shall deliver the Option Notes through the facilities of DTC unless the Representatives shall otherwise instruct.

          6. Further Agreements of the Company. The Company agrees:

     (a) To promptly furnish to the Initial Purchasers, without charge, such number of copies of the Pricing Disclosure Package and the Offering Memorandum, as may then be amended or supplemented, as they may reasonably request;

     (b) Not to make any amendment or supplement to the Pricing Disclosure Package or to the Offering Memorandum of which the Initial Purchasers shall not previously have been advised or to which they shall reasonably object after being so advised;

     (c) To the use of the Pricing Disclosure Package and the Offering Memorandum, in accordance with state or foreign securities laws of the jurisdictions in which the Securities are offered, by the Initial Purchasers and by all dealers to whom Notes may be sold in connection with the offering and sale of the Notes;

     (d) To advise the Initial Purchasers promptly, and confirm such advice in writing, (i) of the occurrence of any event which makes any statement of a material fact made in any of the Pricing Disclosure Package or the Offering Memorandum, as then amended or supplemented, untrue or which requires the making of any additions to or changes in any of the Pricing Disclosure Package or the Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) of the issuance by any governmental or regulatory authority of any order preventing or suspending the use of any of the Pricing Disclosure Package or the Offering Memorandum or the initiation or, to the best knowledge of the Company, threatening of any proceeding for that purpose; and (iii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the

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Pricing Disclosure Package or the Offering Memorandum or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof;

     (e) If, at any time prior to completion of the distribution of the Notes by the Initial Purchasers to Eligible Purchasers, any event occurs or information becomes known that, in the judgment of the Company or in the opinion of counsel for the Initial Purchasers, should be set forth in the Pricing Disclosure Package or the Offering Memorandum so that the Pricing Disclosure Package or the Offering Memorandum, as then amended or supplemented, does not include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Pricing Disclosure Package or the Offering Memorandum in order to comply with any law, to prepare, subject to Section 6(b), an appropriate supplement or amendment thereto, and to expeditiously furnish to the Initial Purchasers and dealers a reasonable number of copies thereof;

     (f) Not to make any offer to sell or solicitation of an offer to buy the Notes that would constitute a Free Writing Offering Document without the prior consent of the Representatives, which consent shall not be unreasonably withheld or delayed; if at any time following issuance of a Free Writing Offering Document any event occurred or occurs as a result of which such Free Writing Offering Document conflicts with the information in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum or, when taken together with the information in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, includes an untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, as promptly as practicable after becoming aware thereof, to give notice thereof to the Initial Purchasers through the Representatives and, if requested by the Representatives, to prepare and furnish without charge to each Initial Purchaser a Free Writing Offering Document or other document which will correct such conflict, statement or omission;

     (g) Promptly from time to time to take such action as the Initial Purchasers may reasonably request to qualify the Notes for offering and sale under state or foreign securities laws of such jurisdictions as the Initial Purchasers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject;

     (h) To furnish to the holders of the Notes as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of

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each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the date of the Offering Memorandum), to make available to the holders of Notes consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided that so long as the Company files periodic reports pursuant to Section 13 or 15(d) of the Exchange Act for the foregoing periods, the Company shall be deemed to comply with this Section 6(h);

     (i) For a period commencing on the date hereof and ending on the 60^th day after the date of the Offering Memorandum (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or into or for cash based on the market price of the Common Stock (other than the Notes and the warrant transactions described in each of the Pricing Disclosure Package and the Offering Memorandum under “Description of Cash Concurrent Convertible Note Hedge Transactions and Warrant Transactions,” any shares issued upon conversion of the 1.00% Senior Convertible Debentures due 2027 and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock or into or for cash based on the market price of the Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. on behalf of the Initial Purchasers, and to cause each officer, director and stockholder of the Company set forth on Schedule 5 hereto to furnish to Barclays Capital Inc., prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Barclays Capital Inc., on behalf of the Initial Purchasers, waives such extension in writing;

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     (j) To apply the net proceeds from the sale of the Notes as set forth in each of the Pricing Disclosure Package and the Offering Memorandum under the caption “Use of Proceeds”;

     (k) Not to resell, directly or indirectly, any of the Notes that have been acquired by any of them, except for Notes purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act;

     (l) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of the sale to the Initial Purchasers or the Eligible Purchasers of the Notes;

     (m) To use its best efforts to permit the Notes to be eligible for clearance and settlement through DTC;

     (n) Between the date hereof and the Initial Delivery Date, not to do or authorize any act or thing that would result in an adjustment of the conversion price or conversion rate of the Notes; and

     (o) Without the consent of the Representatives, not to take any action prior to the Initial Delivery Date which would require the Pricing Disclosure Package or the Offering Memorandum to be amended or supplemented pursuant to Section 6(e).

          7. Expenses. The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Notes and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Notes; (b) the preparation, printing and distribution of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum and any amendment or supplement thereto; (c) the production and distribution of this Agreement and any other related documents in connection with the offering, purchase, sale and delivery of the Notes; (d) the qualification of the Notes under the securities laws of the several jurisdictions as provided in Section 6(g) and the preparation, printing and distribution of a Blue Sky Memorandum (including reasonable and documented related fees and expenses of counsel to the Initial Purchasers); (e) the preparation, printing and distribution of one or more versions of the Pricing Disclosure Package and the Offering Memorandum for distribution in Canada (often in the form of a Canadian “wrapper”) (including reasonable and documented related fees and expenses of Canadian counsel to the Initial Purchasers); (f) the approval of the Notes by DTC for “book-entry” transfer; (g) the investor presentations on any “road show” undertaken in connection with the marketing of the Notes, including, without limitation, expenses associated with any electronic roadshow; and (h) all other costs and expenses incident to the performance of the obligations of the Company, including the costs and charges of any transfer agent and any registrar, any fees charged by rating agencies for rating the Notes, the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties).

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          8. Conditions of Initial Purchasers’ Obligations. The respective obligations of the Initial Purchasers hereunder are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions:

     (a) No Initial Purchaser shall have discovered and disclosed to the Company on or prior to such Delivery Date that the Pricing Disclosure Package or the Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of Simpson Thacher & Bartlett LLP, counsel for the Initial Purchasers, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

     (b) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Notes, the Indenture, the Pricing Disclosure Package and the Offering Memorandum, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Initial Purchasers, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

     (c) Neal, Gerber & Eisenberg LLP shall have furnished to the Representatives its written opinion and statement, as counsel to the Company, addressed to the Initial Purchasers and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit B-1.

     (d) Latham & Watkins LLP shall have furnished to the Representatives its written opinions, as special counsel to the Company, addressed to the Initial Purchasers and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit B-2.

     (e) The General Counsel of the Company shall have furnished to the Representatives its written opinion, addressed to the Initial Purchasers and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit B-3.

     (f) Dewey & LeBoeuf LLP shall have furnished to the Representatives its written opinion, as regulatory counsel to the Company, addressed to the Initial Purchasers and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form of attached hereto as Exhibit B-4.

     (g) The Representatives shall have received from Simpson Thacher & Bartlett LLP, counsel for the Initial Purchasers, such opinion and statement, dated such Delivery Date, with respect to the issuance and sale of the Notes, the Pricing Disclosure Package, the Offering Memorandum and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such

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documents as they reasonably request for the purpose of enabling them to pass upon such matters.

     (h) At the time of execution of this Agreement, the Representatives shall have received from Ernst & Young LLP a letter, in form and substance satisfactory to the Representatives, addressed to the Initial Purchasers and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to initial purchasers in connection with registered public offerings.

     (i) With respect to the letter of Ernst & Young LLP referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Representatives a letter (the “bring-down letter”) of such accountants, addressed to the Initial Purchasers and dated such Delivery Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in each of the Pricing Disclosure Package and the Offering Memorandum, as of a date not more than three days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter.

     (j) The Company shall have furnished to the Representatives a certificate, dated such Delivery Date, of its Chief Executive Officer and its Chief Financial Officer stating that:

     (i) The representations, warranties and agreements of the Company in Section 2 are true and correct on and as of such Delivery Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Delivery Date; and

     (ii) They have carefully examined the Pricing Disclosure Package and the Offering Memorandum, and, in their opinion, (A) the Pricing Disclosure Package, as of the Applicable Time and as of the applicable Delivery Date, and the Offering Memorandum, as of its date and as of the applicable Delivery Date, did not and do not contain any untrue statement of a material fact and did not and

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do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) since the date of Pricing Disclosure Package, no event has occurred that should have been set forth in a supplement or amendment to the Pricing Disclosure Package or the Offering Memorandum.

     (k) Except as described in each of the Pricing Disclosure Package or the Offering Memorandum, (i) neither the Company nor any of its subsidiaries shall have sustained, since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) since such date there shall not have been any change in the capital stock of the Company or the long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the financial condition, results of operations, stockholders’ equity, properties, management or business of the Company and its subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes being delivered on such Delivery Date on the terms and in the manner contemplated in the Offering Memorandum.

     (l) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act), and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the debt securities of the Company or any of its subsidiaries.

     (m) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering or delivery of the Notes being delivered on such

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Delivery Date on the terms and in the manner contemplated in the Offering Memorandum.

     (n) The Lock-Up Agreements between the Representatives and the officers, directors and certain stockholders of the Company set forth on Schedule 5, delivered to the Representatives on or before the date of this Agreement, shall be in full force and effect on such Delivery Date.

     (o) The Notes shall have been made eligible for clearance on DTC.

     (p) The conditions to the effectiveness of the cash convertible note hedge transactions and warrant transactions in connection with the issuance of the Notes shall have been satisfied.

          All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.

          9. Indemnification and Contribution.

     (a) The Company shall indemnify and hold harmless each Initial Purchaser, its directors, officers and employees and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which that Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any Free Writing Offering Document, the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any amendment or supplement thereto, (B) any Blue Sky application or other document prepared or executed by the Company (or based upon any written information furnished by the Company for use therein) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or (C) in any materials or information provided to investors by, or with the prior written approval of, the Company in connection with the marketing of the offering of the Notes (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (provided that no prior written approval shall be required for any materials or information that are Free Writing Offering Documents listed on Schedule 3 hereto or which contain only “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) and/or the terms of the Notes in each case that was included (including through incorporation by reference) in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum), or (ii) the omission or alleged omission to state in any Free Writing Offering Document, the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering

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Memorandum or any amendment or supplement thereto, or in any Blue Sky Application or any Marketing Materials, any material fact necessary to make the statements therein not misleading, and shall reimburse each Initial Purchaser and each such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Initial Purchaser, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Memorandum, the Pricing Disclosure Package or Offering Memorandum, or in any such amendment or supplement thereto, or in any Blue Sky Application or any Marketing Materials, in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to the Company through the Representatives by or on behalf of any Initial Purchaser specifically for inclusion therein, which information consists solely of the information specified in Section 9(e). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Initial Purchaser or to any director, officer, employee or controlling person of that Initial Purchaser.

     (b) Each Initial Purchaser, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Offering Document, the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any amendment or supplement thereto, or in any Blue Sky Application or any Marketing Material, or (ii) the omission or alleged omission to state in any Free Writing Offering Document, the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any amendment or supplement thereto, or in any Blue Sky Application or any Marketing Material, any material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to the Company through the Representatives by or on behalf of that Initial Purchaser specifically for inclusion therein, which information is limited to the information set forth in Section 9(e). The foregoing indemnity agreement is in addition to any liability that any Initial Purchaser may otherwise have to the Company or any such director, officer, employee or controlling person.

     (c) Promptly after receipt by an indemnified party under this Section 9 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 9,

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notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Section 9 if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any findings of fact or admissions of fault or culpability as to the indemnified party, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

     (d) If the indemnification provided for in this Section 9 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 9(a), or

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9(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Initial Purchasers, on the other, from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Initial Purchasers, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Initial Purchasers, on the other, with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes purchased under this Agreement (before deducting expenses) received by the Company, on the one hand, and the total underwriting discounts and commissions received by the Initial Purchasers with respect to the Notes purchased under this Agreement, on the other hand. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Initial Purchasers, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Initial Purchasers agree that it would not be just and equitable if contributions pursuant to this Section 9(d) were to be determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 9(d) shall be deemed to include, for purposes of this Section 9(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(d), no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the net proceeds from the sale of the Notes underwritten by it exceeds the amount of any damages that such Initial Purchaser has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute as provided in this Section 9(d) are several in proportion to their respective underwriting obligations and not joint.

     (e) Each of the Initial Purchasers severally confirms that (i) the names of such Initial Purchaser set forth in the cover pages and in the table after the first paragraph under the caption “Plan of Distribution,” (ii) the last paragraph on the cover page, (iii) the third paragraph under the caption “Plan of Distribution,” (iv) the second sentence of the seventh paragraph under the caption “Plan of Distribution,” (v) the fourth and fifth sentences of the ninth paragraph under the caption “Plan of Distribution,” (vi) the tenth

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paragraph under the caption “Plan of Distribution,” and (vii) the fourth paragraph and the first sentence of the sixth paragraph under the caption “Description of the Concurrent Cash Convertible Note Hedge Transactions and Warrants,” the fourth paragraph and the first sentence of the sixth paragraph under the caption “Offering Memorandum Summary—The Offering—Concurrent Cash Convertible Note Hedge Transactions and Warrants” and the third paragraph and the first sentence of the fifth paragraph under the caption “Risk Factors—Risks Relating to This Offering—The concurrent cash convertible note hedge transactions and warrant transactions may affect the value of the Notes and our common stock,” in each case in the Pricing Disclosure Package and the Offering Memorandum are correct, and each of the Initial Purchasers severally confirms and the Company acknowledges and agrees that such statements constitute the only information concerning such Initial Purchaser furnished in writing to the Company by or on behalf of the Initial Purchasers specifically for inclusion in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum or any amendment or supplement thereto, or in any Blue Sky Application or any Marketing Material.

          10. Defaulting Initial Purchasers. If, on any Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the principal amount of the Firm Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total principal amount of the Firm Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery Date if the total principal amount of the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total principal amount of the Notes to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other initial purchasers satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Option Notes Delivery Date, the obligation of the Initial Purchasers to purchase, and of the Company to sell, the Option Notes) shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 7 and 12. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

29

          Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement.

          11. Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Representatives by notice given to and received by the Company prior to delivery of and payment for the Firm Notes if, prior to that time, any of the events described in Sections 8(k), 8(l) and 8(m) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement.

          12. Reimbursement of Initial Purchasers’ Expenses. If (a) the Company shall fail to tender the Notes for delivery to the Initial Purchasers for any reason or (b) the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement, the Company will reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 11 by reason of the default of one or more Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses.

          13. Research Analyst Independence. The Company acknowledges that the Initial Purchasers’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Initial Purchasers’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Initial Purchasers with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Initial Purchasers’ investment banking divisions. The Company acknowledges that each of the Initial Purchasers is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

          14. No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Notes or any other services the Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchasers: (i) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Initial Purchasers, on the other, exists;

30

(ii) the Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Notes, and such relationship between the Company, on the one hand, and the Initial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (iv) the Initial Purchasers and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Initial Purchasers with respect to any breach of fiduciary duty in connection with this offering.

          15. Notices, Etc. All statements, requests, notices and agreements hereunder shall be in writing, and:

     (a) if to the Initial Purchasers, shall be delivered or sent by mail or facsimile transmission to (i) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndication Registration (Fax: 646-834-8133), with a copy, in the case of any notice pursuant to Section 8(c), to the Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019 (Fax: 212-520-0121), (ii) Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: Office of the General Counsel (Fax: 212-816-7912) and (iii) J.P. Morgan Securities Inc., 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk (Fax: 212-622-8358); and

     (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to Covanta Holding Corporation, 40 Lane Road, Fairfield, New Jersey, Attention: General Counsel (Fax: 973-882-7357).

Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Representatives on behalf of the Initial Purchasers.

          16. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Initial Purchasers, the Company, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Initial Purchasers and each person or persons, if any, who control any Initial Purchaser within the meaning of Section 15 of the Securities Act and (B) the indemnity agreement of the Initial Purchasers contained in Section 9(b) of this Agreement shall be deemed to be for the benefit of the directors of the Company, the officers and employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

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          17. Survival. The respective indemnities, representations, warranties and agreements of the Company and the Initial Purchasers contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them.

          18. Definition of the Terms “Business Day” and “Subsidiary”. For purposes of this Agreement, (a) “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close and (b) “subsidiary” means any subsidiary of the Company required to be identified pursuant to Item 601(b)(21) of Regulation S-K.

          19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

          20. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

          21. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

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     If the foregoing correctly sets forth the agreement between the Company and the Initial Purchasers, please indicate your acceptance in the space provided for that purpose below.

Very truly yours, COVANTA HOLDING CORPORATION
By:	/s/ Mark Pytosh
	Name:	Mark Pytosh
	Title:	Executive Vice President and Chief Financial Officer

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Accepted:

Barclays Capital Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.

For themselves and as Representatives
of the several Initial Purchasers named
in Schedule 1 hereto
By Barclays Capital Inc.

By:
	/s/ Robert Stowe Authorized Representative

By Citigroup Global Markets Inc.

By:	/s/ Jack Paris
	Authorized Signatory

By J.P. Morgan Securities Inc.

By:	/s/ Michael O’Donovan
	Authorized Signatory

SCHEDULE 1

	Principal Amount of
Initial Purchasers	Firm Notes
Barclays Capital Inc.		124,000,000
Citigroup Global Markets Inc.		104,000,000
J.P. Morgan Securities Inc.		104,000,000
Calyon Securities (USA) Inc.		28,000,000
Avondale Partners LLC		20,000,000
Deutsche Bank Securities Inc.		20,000,000
Total	$	400,000,000

SCHEDULE 2

Pricing Term Sheet

$400,000,000
COVANTA HOLDING CORPORATION
3.25% Cash Convertible Senior Notes due 2014
Pricing Term Sheet

Issuer:	Covanta Holding Corporation, a Delaware corporation
Underlying (Ticker):	CVA (NYSE)
Amount:	$400,000,000
Option to Purchase Additional Notes:	Up to $60,000,000 of additional notes, solely to cover over-allotments, if any
Issue Price:	100% of principal amount
Annual Interest Rate:	3.25%, from May 22, 2009
Share Price at Pricing:	$15.14 per share
Conversion Premium (approximately):	22.50% of Share Price at Pricing
Conversion Price (approximately):	$18.55
Conversion Rate (subject to adjustment):	53.9185 shares per $1,000 principal amount of notes
Cash Conversion Rights:	Subject to fulfillment of certain conditions and during the periods described in the preliminary offering memorandum relating to the offering
Maturity:	June 1, 2014, unless repurchased at the holder’s option upon a fundamental change or cash converted earlier
Interest Payment Dates:	June 1 and December 1, beginning December 1, 2009
Net Proceeds:	Approximately $387.7 million
Use of Proceeds:	Net proceeds from the offering, together with the proceeds from the warrant transactions described in the preliminary offering memorandum, will be used for working capital and general corporate purposes, which may include funding a portion of the construction cost of a 1,700 metric tpd energy-from-waste facility in Dublin, Ireland, other capital expenditures, potential permitted investments or acquisitions.
	Concurrently with the offering, Covanta intends to use available cash to pay the total cost of the cash convertible note hedge transactions. The net cost to Covanta of the cash convertible note hedge transactions and the warrant transactions is $50.8 million.
Offering Status:	Rule 144A
144A CUSIP:	22282E AB8
ISIN:	US22282EAB83
Pricing Date:	May 18, 2009
Settlement Date:	May 22, 2009
Adjustment to Conversion Rate Upon Non-Stock Change of Control:	The following table sets forth the number of additional shares (subject to adjustment) by which the conversion rate shall be increased based on the share price and effective date upon a non-stock change of control, as described in the preliminary offering memorandum relating to the offering:

	Share Price
Effective Date	$15.14		$17.50		$20.00		$22.50		$25.00		$27.50		$30.00		$35.00		$40.00		$45.00		$50.00		$60.00
May 22, 2009		12.1316		10.1729		7.5920		5.8094		4.5340		3.5940		2.8837		1.9045		1.2824		0.8676		0.5810		0.2353
June 1, 2010		12.1316		9.4909		6.9084		5.1691		3.9550		3.0808		2.4343		1.5661		1.0308		0.6813		0.4444		0.1643
June 1, 2011		12.1316		8.7999		6.1713		4.4640		3.3155		2.5176		1.9465		1.2098		0.7745		0.4981		0.3140		0.1003
June 1, 2012		12.1316		8.0277		5.2784		3.5956		2.5347		1.8440		1.3787		0.8198		0.5111		0.3213		0.1959		0.0493
June 1, 2013		12.1316		6.8033		3.8474		2.2603		1.4056		0.9339		0.6616		0.3827		0.2422		0.1531		0.0897		0.0083
June 1, 2014		12.1316		3.2244		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

If the share price is:
•	in excess of $60.00 per share (subject to adjustment), the conversion rate will not be increased

	•	less than $15.14 per share (subject to adjustment), the conversion rate will not be increased
	Notwithstanding the foregoing, in no event will the conversion rate including such additional shares exceed 66.0501 per $1,000 principal amount of notes (subject to adjustment).
Joint Book-Running Managers:	Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.
Co-Managers:	Calyon Securities (USA) Inc., Avondale Partners LLC and Deutsche Bank Securities Inc.
Cash Convertible Note Hedge Transactions and Warrant Transactions:	The cash convertible note hedge transactions will initially cover in the aggregate 21,567,400 shares (24,802,510 shares if the over-allotment option is exercised in full) of the Issuer’s common stock. The warrant transactions will also initially cover in the aggregate 21,567,400 shares (24,802,510 shares if the over-allotment option is exercised in full) of the Issuer’s common stock. The strike price of the warrant transactions will initially be $25.738 per share, which is 170% of the closing price of the Issuer’s common stock on May 18, 2009.
As Adjusted Ratio of Earnings to Fixed Charges:	For three months ended March 31, 2009, as adjusted earnings were insufficient to cover as adjusted fixed charges by $15.7 million For the year ended December 31, 2008: 2.03x

Capitalization table:

	As of March
	31, 2009
	As
	Adjusted(1)
	(In thousands)
Cash and cash equivalents and restricted funds held in trust:
Cash and cash equivalents	$	496,353
Restricted funds held in trust		328,805
Total cash and cash equivalents and restricted funds held in trust	$	825,158
Debt:
Project debt (non-recourse)	$	1,012,329
Unamortized premium on project debt		18,164
Other long-term debt		462
Covanta Energy’s first lien term loan facility (due 2014)		637,000
Debentures(2)		314,084
Notes offered hereby(3)		322,180
Total debt	$	2,304,219
Equity:
Covanta Holding Corporation Stockholders’ equity:
Preferred stock ($0.10 par value; authorized 10,000 shares; none issued on an actual or as adjusted basis)	$	—
Common stock ($0.10 par value; authorized 250,000 shares; issued 155,506 shares and outstanding 154,841 shares on an actual and as adjusted basis)(4)		15,551
Additional paid-in capital(5)		881,588
Accumulated other compensation loss		(10,332	)
Accumulated earnings		348,568
Treasury stock, at par		(67	)
Covanta Holding Corporation stockholders’ equity		1,235,308
Noncontrolling interests in subsidiaries		31,187
Total equity	$	1,266,495
Total capitalization	$	3,570,714

(1)	The cash convertible note hedge transactions that we expect to enter into concurrently with this offering will be included on our balance sheet as an asset which we estimate will be approximately $97.7 million, but are not shown in the capitalization table above. The liability associated with the cash conversion option that is part of the Notes and the asset associated with the cash convertible note hedge transactions will be periodically marked to market each period. See the section titled “Risk Factors— Risks Relating to This Offering— The accounting method for the Notes will result in our having to recognize a gain or loss in our consolidated statements of income to the extent a change in the valuation of the conversion option that is part of the Notes from the previous period is not offset by a change in the valuation of the cash convertible note hedge transactions from the prior period, which may increase the volatility of our earnings. In addition, we will be required to recognize interest expense that is larger than the stated interest rate on the Notes. These consequences could have a material adverse effect on our reported financial results” in the preliminary offering memorandum.
(2)	Consists of face value of the Debentures of $373.8 million, net of debt discount of $59.7 million.
(3)	Consists of face value of the Notes offered hereby of $400.0 million, net of debt discount of $77.8 million. In addition, the cash conversion option part of the Notes offered hereby will be recorded separately as a long-term liability on our balance sheet, but is not shown in the capitalization table above. This long-term liability will be $77.8 million on an as adjusted basis.
(4)	The number of issued shares in the table above as of March 31, 2009 on an as adjusted basis does not include (a) approximately 2.9 million shares of our common stock issuable upon exercise of outstanding stock options; (b) up to approximately 15.9 million shares of our common stock issuable upon conversion of our Debentures; and (c) up to 25.9 million shares of our common stock that may be issued under the warrant transactions described in the preliminary offering memorandum.
(5)	Includes the proceeds from the warrant transactions on an as adjusted basis.

The offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act. These securities have not been registered under the Securities Act of 1933, as amended, or under any state securities laws and, unless so registered, may not be offered or sold in the United Stales or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws.

This pricing term sheet supplements the preliminary offering memorandum issued by Covanta Holding Company dated May 18, 2009.

SCHEDULE 3

Free Writing Offering Documents

1. Electronic Road Show dated May 18, 2009

2. Pricing Term Sheet containing the terms of the Notes, in the form of Schedule 2

SCHEDULE 4-A

List of Subsidiaries

8309 Tujunga Avenue Corp.

AC LINES LLC

American Commercial Lines Holdings LLC

Burney Mountain Power

Capital Compost & Waste Reduction Services, LLC

Central Valley Biomass Holdings, LLC

Central Valley Fuels Management Inc.

Covanta Alexandria / Arlington, Inc.

Covanta ARC Company

Covanta ARC Holdings, LLC

Covanta ARC LLC

Covanta B-3, LLC

Covanta Babylon, Inc.

Covanta Berkshire Holdings, Inc.

Covanta Berkshire Operations, Inc.

Covanta Bessemer, Inc.

Covanta Biofuels, Inc.

Covanta Bristol, Inc.

Covanta Capital District II LLC

Covanta Capital District LLC

Covanta Capital District, L.P

Covanta Company of SEMASS, L.P.

Covanta Connecticut (S.E.), LLC

Covanta Delano, Inc.

Covanta Delaware Valley II, LLC

Covanta Delaware Valley LLC

Covanta Delaware Valley, L.P.

Covanta Development Company LLC

Covanta Energy Americas, Inc.

Covanta Energy Asia, Inc.

Covanta Energy Corporation

Covanta Energy Europe, Inc

Covanta Energy Group, Inc.

Covanta Energy Resource Corp.

Covanta Energy Services, Inc.

Covanta Engineering Services, Inc.

Covanta Essex Company

Covanta Essex II, LLC

Covanta Essex LLC

Covanta Fairfax, Inc.

Covanta Frederick/Carroll, Inc.

Covanta Funds Administration, Inc.

Covanta Hampton Roads LLC

Covanta Harford, Inc.

Covanta Harrisburg, Inc.

Covanta Haverhill Associates

Covanta Haverhill Properties, Inc.

Covanta Haverhill, Inc.

Covanta Hawaii Energy LLC

Covanta Hempstead Company

Covanta Hempstead II, LLC

Covanta Hempstead LLC

Covanta Hennepin Energy Resource Co., Limited Partnership

Covanta Hillsborough, Inc.

Covanta Holding Corporation

Covanta Honolulu Resource Recovery Venture

Covanta Huntington Limited Partnershiip

Covanta Huntington Resource Recovery One Corp.

Covanta Huntington Resource Recovery Seven Corp.

Covanta Huntsville, Inc.

Covanta Hydro Operations West, Inc.

Covanta Indianapolis, Inc.

Covanta Insurance Holdings Corporation

Covanta Kent, Inc.

Covanta Lake Holding Corp.

Covanta Lake II, Inc.

Covanta Lancaster, Inc.

Covanta Lee, Inc.

Covanta Long Island, Inc.

Covanta Maine, LLC

Covanta Marion Land Corp.

Covanta Marion, Inc.

Covanta Mendota Holdings, Inc.

Covanta Mendota, L.P.

Covanta Mid-Conn, Inc.

Covanta Montgomery, Inc.

Covanta Niagara II, LLC

Covanta Niagara LLC

Covanta Niagara, L.P.

Covanta Oahu Waste Energy Recovery, Inc.

Covanta Omega Lease, Inc.

Covanta Onondaga Five Corp.

Covanta Onondaga Four Corp.

Covanta Onondaga Limited Partnership

Covanta Onondaga Operations, Inc.

Covanta Onondaga Three Corp.

Covanta Onondaga Two Corp.

Covanta Onondaga, Inc.

Covanta Operations of SEMASS II, LLC

Covanta Operations of SEMASS LLC

Covanta Operations of Union LLC

Covanta OPW Associates, Inc.

Covanta OPWH, Inc.

Covanta Otay 3 Company

Covanta Pasco, Inc.

Covanta Pinellas, Inc.

Covanta Pittsfield, LLC

Covanta Power Development of Mauritius, Inc.

Covanta Power Development, Inc.

Covanta Power International Holdings, Inc.

Covanta Power Pacific, Inc.

Covanta Power Plant Operations

Covanta Projects of Hawaii, Inc.

Covanta Projects of Wallingford, L.P.

Covanta Projects, Inc.

Covanta Ref-Fuel Finance LLC

Covanta Ref-Fuel Holdings LLC

Covanta Ref-Fuel II LLC

Covanta Ref-Fuel LLC

Covanta Ref-Fuel Management II, LLC

Covanta Ref-Fuel Management LLC

Covanta Renewable Fuels LLC

Covanta Research & Technology, LLC

Covanta RRS Holdings, Inc.

Covanta SBR Associates

Covanta SECONN LLC

Covanta Secure Services, LLC

Covanta SEMASS II, LLC

Covanta SEMASS LLC

Covanta SEMASS, L.P.

Covanta Southeastern Connecticut Company

Covanta Southeastern Connecticut, L.P.

Covanta Springfield, LLC

Covanta Stanislaus, Inc.

Covanta Systems, LLC

Covanta Union, Inc.

Covanta Wallingford Associates, Inc.

Covanta Warren Energy Resource Co., Limited Partnership

Covanta Warren Holdings I, Inc.

Covanta Warren Holdings II, Inc.

Covanta Waste to Energy of Italy, Inc.

Covanta Waste to Energy, LLC

Covanta Water Holdings, Inc.

Covanta Water Systems, Inc.

Covanta WBH, LLC

Danielson Indemnity Company

Danielson Insurance Company

Danielson National Insurance Company

Danielson Reinsurance Corporation

DSS Environmental, Inc.

Generating Resource Recovery Partners L.P.

Haverhill Power, LLC

Koma Kulshan Associates L.P.

Kramer Capital Consultants, Inc.

LMI, Inc.

Michigan Waste Energy, Inc.

Mount Kisco Transfer Station, Inc.

MSW Energy Erie LLC

MSW Energy Finance Co. II, Inc.

MSW Energy Finance Co., Inc.

MSW Energy Holdings II LLC

MSW Energy Holdings LLC

MSW Energy Hudson LLC

MSW I Sub, LLC

Mt. Lassen Power

NAICC Insurance Services

National American Insurance Company of California

New Covanta Lake Holding LLC

OPI Quezon, LLC

Pacific Energy Operating Group, L.P.

Pacific Energy Resources Incorporated

Pacific Hydropower Company

Pacific Oroville Power, Inc.

Pacific Recovery Corporation

Pacific Wood Fuels Company

Pacific-Ultrapower Chinese Station

Peabody Monofill Associates, Inc.

Penstock Power Company

Recycling Industries Transfer Station, LLC

SEMASS Partnership

South Fork II Associates Limited Partnership

Thermendota, Inc.

TransRiver II, LLC

TransRiver LLC

TransRiver Canada Incorporated

TransRiver Marketing Company, L.P.

TransRiver Philadelphia LLC

TransRiver Portsmouth LLC

TransRiver Transfer Systems LLC

TransRiver Waste LLC

UAH Groveville Hydro Associates

UAH Management Corp

Valor Insurance Company, Incorporated

Ambiente 2000 S.R.L.

Bal-Sam India Holdings Limited

Chengdu Jiuniang Environmental Energy Co. Ltd.

Chongqing Sanfeng Covanta Environmental Industry Co., Ltd.

Covanta Bangladesh Operating Limited

Covanta Cayman (Rojana) Limited

Covanta Cayman (Sahacogen) Limited

Covanta Energy (Ireland) Limited

Covanta Energy (Thailand) Limited

Covanta Energy (UK) Limited

Covanta Energy Asia Holdings Limited

Covanta Energy Asia Pacific Limited

Covanta Energy China (Delta) Limited

Covanta Energy China (Gamma) Limited

Covanta Energy India (Balaji) Limited

Covanta Energy India (CBM) Limited

Covanta Energy India (Samalpatti) Limited

Covanta Energy India Private Limited

Covanta Energy International Investments Limited

Covanta Energy Limited

Covanta Energy Philippine Holdings, Inc.

Covanta Europe Engineering Limited

Covanta Europe Holdings S.a.r.l.

Covanta Europe Operations Limited

Covanta Five Limited

Covanta Four Limited

Covanta Holding Limited

Covanta India Operating Private Limited

Covanta Italy Holding, S.r.l.

Covanta Italy I S.r.l.

Covanta Italy II S.r.l.

Covanta Madurai Operating Private Limited

Covanta Mauritius O&M Ltd.

Covanta One Limited

Covanta Philippines Operating, Inc.

Covanta Samalpatti Operating Private Limited

Covanta Three Limited

Covanta Two Limited

Covanta Waste to Energy Asia Investments

Covanta Waste to Energy Asia Limited

Covanta Waste to Energy Asia Ltd

Dublin Waste to Energy (Holdings) Limited

Dublin Waste to Energy Limited

Edison (Bataan) Cogeneration Corporation

Enereruope Holdings III, B.V.

GOA Holdings Limited

Guangzhou Development Covanta Environmental Industry Co., Ltd.

Hidro Operaciones Don Pedro S.A.

Madurai Power Corporation Pvt. Ltd.

NEPC Consortium Power Ltd.

Ogden Energy (Gulf) Limited

Ogden Energy India (Bakreshwar) Limited

Ogden Power Development — Cayman, Inc.

Ogden Taiwan Investments Limited

OLMEC Insurance Ltd.

P.H. Don Pedro

P.H. Rio Volcan

Power Operations and Maintenance Limited

Prima S.r.l.

Quezon Power (Philippines) Limited

Quezon Power, Inc.

Samalpatti Power Company Private Limited

Taixing Covanta Yanjiang Cogeneration Company Limited

SCHEDULE 4-B

List of Significant Subsidiaries

Covanta ARC Holdings, LLC

Covanta ARC LLC

Covanta Energy Corporation

Covanta Essex Company

Covanta Essex LLC

Covanta Hempstead Company

Covanta Hempstead LLC

Covanta RRS Holdings, Inc.

Covanta SEMASS, L.P.

MSW Energy Hudson LLC

Quezon Power, Inc.

Covanta Power International Holdings, Inc.

SCHEDULE 5

Persons Delivering Lock-Up Agreements

Directors

David M. Barse
Ronald J. Broglio
Peter C.B. Bynoe
Linda J. Fisher
Joseph M. Holsten
Richard L. Huber
Anthony J. Orlando
William C. Pate
Robert S. Silberman
Jean Smith
Clayton Yeutter
Samuel Zell

Officers

Anthony J. Orlando
Mark A. Pytosh
John M. Klett
Seth Myones
Timothy J. Simpson
Thomas E. Bucks

Stockholders

SZ Investments, L.L.C.
EGI-Fund (05-07) Investors, L.L.C.
Third Avenue Management LLC

Exhibit A

LOCK-UP LETTER AGREEMENT

Barclays Capital inc.
Citigroup Global Markets Inc.
J.P. Morgan Inc.
As Representatives of the several
     Initial Purchasers named in Schedule 1,
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

          The undersigned understands that you and certain other firms (the “Initial Purchasers”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) providing for the purchase by the Initial Purchasers of cash convertible senior notes due 2014 (the “Notes”) of Covanta Holding Corporation, a Delaware corporation (the “Company”), and that the Initial Purchasers propose to reoffer the Notes to the public (the “Offering”).

          In consideration of the execution of the Purchase Agreement by the Initial Purchasers, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Barclays Capital Inc. on behalf of the Initial Purchasers, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock or into or for cash based on the market price of the Common Stock (other than pledges of Common Stock to secure loans with broker-dealers and other financial institutions that existed prior to the date hereof where such broker-dealers and other financial institutions are entitled to foreclose on such pledges in accordance with the terms thereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or into or for cash based on the market price of the Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, for a period commencing on the date hereof and ending on the 60^th day after the date of the Offering

Memorandum relating to the Offering (such 60-day period, the “Lock-Up Period”). For the avoidance of doubt, the restrictions in the preceding sentence of this Lock-Up Letter Agreement do not apply to the exercise of rights by pledgees under pledge or other security agreements executed by the undersigned to the extent such agreements are in effect on the date hereof.

          Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer any shares of Common Stock held of record or that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission without the prior written consent of Barclays Capital Inc.:

(i)	as a bona fide gift or gifts;
(ii)	to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(iii)	as a distribution to limited partners, members or stockholders of the undersigned, to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned;
(iv)	to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent; or
(v)	to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or immediate family of the undersigned;

provided, that (a) Barclays Capital Inc. shall have received a signed copy of this lock-up agreement from each donee, trustee, distributee, or transferee, as the case may be, (b) any such transfer shall not involve a disposition for value, and (c) the undersigned does not otherwise voluntarily effect any such public filing or report regarding such transfers.

          Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Barclays Capital Inc. waives such extension in writing. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Letter Agreement during the period from the date of this Lock-Up Letter Agreement to and including the 34^th day following the expiration of the Lock-Up Period, it will give

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notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired.

          In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

          It is understood that, if the Company notifies the Initial Purchasers that it does not intend to proceed with the Offering, if the Purchase Agreement does not become effective, or if the Purchase Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Notes, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.

          The undersigned understands that the Company and the Initial Purchasers will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

          Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to a Purchase Agreement, the terms of which are subject to negotiation between the Company and the Initial Purchasers.

[Signature page follows]

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          The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Very truly yours,
By:
	Name:
	Title:

Dated: May __, 2009

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EXHIBIT B-1

FORM OF OPINION OF NEAL, GERBER & EISENBERG LLP

     1. To the best of our knowledge, except as described in each of the Pricing Disclosure Package and the Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its Significant Subsidiaries is a party or of which any property or assets of the Company or any of its Significant Subsidiaries is the subject, the adverse determination of which would reasonably be expected to result in a Material Adverse Effect or would reasonably be expected to result in a material adverse effect on the performance of the Purchase Agreement or the consummation of the transactions contemplated thereby; and, to the best of our knowledge, no such proceedings are threatened or contemplated by governmental authorities or other persons or entities.

     2. We have acted as special securities counsel to the Company on a regular basis, including in connection with the preparation of the Pricing Disclosure Package and the Offering Memorandum and, based on the foregoing, no information has been disclosed to us that gives us reason to believe that and, on the basis of the foregoing, no facts have come to our attention which causes us to believe that:

     (a) the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or

     (b) the Offering Memorandum, as of its date and as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading,

except that, in each case, we express no opinion or belief with respect to the financial statements or other financial or statistical data contained in or incorporated by reference in or omitted from the Pricing Disclosure Package or the Offering Memorandum. The foregoing statement is qualified to the effect that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package or the Offering Memorandum.

EXHIBIT B-2

FORM OF OPINION OF LATHAM & WATKINS LLP

1. The Company is a corporation under the DGCL with corporate power and authority to own its properties and to conduct its business as described in the Offering Memorandum. With your consent, based solely on certificates from public officials, we confirm that the Company is validly existing and in good standing under the laws of the State of Delaware.

2. The Purchase Agreement has been duly authorized by all necessary corporate action of the Company and has been duly executed and delivered by the Company.

3. The Indenture has been duly authorized by all necessary corporate action of the Company, has been duly executed and delivered by the Company, and is the legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

4. The Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of the Indenture and delivered to and paid for by you in accordance with the terms of the Purchase Agreement, will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

5. No registration of the Notes under the Securities Act of 1933, as amended, and no qualification of the Indenture under the Trust Indenture Act of 1939, as amended, is required for the purchase of the Notes by you or the initial resale of the Notes by you to Eligible Purchasers (as defined in the Purchase Agreement), in each case, in the manner contemplated by the Purchase Agreement and the Offering Memorandum. We express no opinion, however, as to when or under what circumstances any Notes initially sold by you may be reoffered or resold.

6. The execution and delivery of the Purchase Agreement and the Indenture, and the issuance and sale of the Notes by the Company to you and the other Initial Purchasers pursuant to the Purchase Agreement, do not on the date hereof:

     (i) violate the Company’s Governing Documents; or

     (ii) result in the breach of or a default under any of the Specified Agreements; or

     (iii) violate any federal or New York statute, rule or regulation applicable to the Company or the DGCL; or

     (iv) require any consents, approvals, or authorizations to be obtained by the Company from, or any registrations, declarations or filings to be made by the Company with, any governmental authority under any federal or New York statute, rule or regulation applicable to the Company or the DGCL on or prior to the date hereof that have not been obtained or made.

7. The statements in each of the Pricing Disclosure Package and the Offering Memorandum under the caption “Description of the Notes,” insofar as they purport to describe or summarize certain provisions of the Notes or the Indenture, are accurate summaries or descriptions in all material respects.

8. The Company is not, and immediately after giving effect to the sale of the Notes in accordance with the Purchase Agreement and the application of the proceeds as described in the Offering Memorandum under the caption “Use of Proceeds,” will not be required to be, registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

9. The statements in each of the Preliminary Offering Memorandum and the Offering Memorandum under the caption “Certain United States Federal Income Tax Considerations,” insofar as such statements purport to constitute summaries of United States federal income and estate tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

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EXHIBIT B-3

FORM OF OPINION OF GENERAL COUNSEL

          The Company and each of its Significant Subsidiaries (other than Quezon Power, Inc.) has been duly organized and is validly existing and in good standing as a corporation or other business entity under the laws of its jurisdiction of organization. The Company and each of its Significant Subsidiaries (other than Quezon Power, Inc.) is qualified to do business and in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Each of the Significant Subsidiaries has all power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged.

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EXHIBIT B-4

FORM OF OPINION OF DEWEY & LEBOEUF LLP

          We are of the opinion that neither the Company nor any of its subsidiaries is subject to any state or federal law or regulation relating to the ownership or operation of electric generation facilities, including without limitation the Federal Energy Regulatory Laws, which would require any notice or other filing or consent or approval for the execution, delivery or performance of the Purchase Agreement or the issuance and sale of the Notes in the manner contemplated in the Purchase Agreement.

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EX-10.2

Exhibit 10.2

[Bank Name and Address]

DATE:	May 18, 2009
TO:	Covanta Holding Corporation
	40 Lane Road
	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 Hedge Transaction]

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”).]

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Indenture to be dated on or about May 22, 2009 between Counterparty and Wells Fargo Bank, National Association, as trustee (the “Indenture”) relating to USD400 million aggregate principal amount of 3.25% Cash Convertible Senior Notes due 2014 (the “Cash Convertible Notes”) issued by Counterparty. In the event of any inconsistency between the Indenture and this Confirmation, this Confirmation shall govern. For the avoidance of doubt, references herein to sections of the Indenture are based on the draft of the Indenture most recently reviewed by the parties at the time of the execution of this Confirmation. If any relevant sections of the Indenture are changed, added, or renumbered following execution of this Confirmation, the parties will amend this Confirmation in good faith to preserve the economic intent of the parties. The parties further acknowledge that references to the Indenture herein are references to the Indenture as in effect on the date of its execution and if the Indenture is amended following its execution (other than such changes or additions as contemplated in the immediately preceding sentence), any such amendment will be disregarded for purposes of this Confirmation unless the parties agree otherwise in writing.

Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below.

1. This Confirmation evidences a complete and binding agreement between Bank and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to, an agreement in the form of the ISDA 1992 Master Agreement (Multicurrency — Cross Border) (the “Agreement”) as if Bank and Counterparty had executed an agreement in such form (without any Schedule except for (i) the election of US Dollars (“USD”) as the Termination Currency, (ii) the replacement of the word “third” in the last line of Section 5(a)(i) of the Agreement with the word “first”, (iii) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement (except that the phrase “, or becoming capable at such time of being

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declared,” shall have been deleted from Section 5(a)(vi)) shall apply to Bank with a “Threshold Amount” equal to 3% of [Bank Parent Company] shareholders’ funds, and (iv) “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that indebtedness or obligations in respect of deposits received in the ordinary course of the banking business of such party shall not constitute Specified Indebtedness) on the Trade Date. In the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:
Trade Date:	May 18, 2009.
Option Style:	Modified American, as described below under “Procedures for Exercise”.
Option Type:	Call.
Buyer:	Counterparty.
Seller:	Bank.
Shares:	The common stock, par value USD0.10 per share, of Counterparty (Ticker symbol “CVA”).
Number of Options:	400,000; provided that if the initial purchasers named in the Purchase Agreement (as defined in Section 4(a) below) exercised the option to purchase additional Cash Convertible Notes (“Additional Cash Convertible Notes”) pursuant to Section 3 of the Purchase Agreement, the Number of Options shall be automatically increased, effective upon payment by Counterparty of the Additional Premium on the Additional Premium Payment Date, by a number of Options equal to the number of Additional Cash Convertible Notes in denominations of USD1,000 principal amount issued pursuant to such exercise, and Calculation Agent will promptly notify Counterparty of the increased Number of Options.
Option Entitlement:	As of any date, a number of Shares per Option equal to the “Conversion Rate” (as defined in the Indenture) as of such date, but without regard to any adjustments to the “Conversion Rate” pursuant to Section 10.03 or to Section 10.04(g) or (h) of the Indenture).
Strike Price:	As provided in Schedule A to this Confirmation.
Applicable Percentage:	[Barclays Bank PLC - 50%; Citibank, N.A. - 25%; JPMorgan Chase Bank, National Association - 25%].
Number of Shares:	The product of (i) the Number of Options, (ii) the Option Entitlement and (iii) the Applicable Percentage.
Premium:	As provided in Schedule A to this Confirmation; provided that if the Number of Options is increased pursuant to the proviso to the definition of “Number of Options” above, Counterparty shall pay on the Additional Premium Payment Date an additional Premium (the “Additional Premium”) equal to the product of the number of Options by which the aggregate Number of Options is so increased and USD [Barclays Bank PLC - 122.15; Citibank, N.A. - 61.075; JPMorgan Chase Bank, National Association - 61.075].
Premium Payment Date:	The closing date for the initial issuance of the Cash Convertible Notes.

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Additional Premium Payment Date:	The closing date for the purchase and sale of the Additional Cash Convertible Notes.
Exchange:	The New York Stock Exchange.
Related Exchange(s):	All Exchanges.
Calculation Agent:	Bank.
Procedures for Exercise:
Exercise Dates:	Each Conversion Date.
Conversion Dates:	Each “Conversion Date” (as defined in the Indenture).
Exercisable Options:	In respect of each Conversion Date, a number of Options equal to the number of Cash Convertible Notes in denominations of USD1,000 principal amount satisfying all of the requirements for conversion on such Conversion Date in accordance with the terms of the Indenture, subject to “Notice of Exercise” below, but no greater than the Number of Options.
Expiration Date:	The earlier of (x) the last day on which any Cash Convertible Notes remain outstanding and (y) the maturity date of the Cash Convertible Notes.
Multiple Exercise:	Applicable, as provided under “Exercisable Options” above.
Automatic Exercise:	Applicable, subject to “Notice of Exercise” below.

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Notice of Exercise: Notwithstanding anything to the contrary in the Equity Definitions, in order to exercise any Exercisable Options, Counterparty must notify, or cause the Trustee to notify, Bank in writing prior to 5:00 p.m., New York City time, on the day that is at least one Scheduled Trading Day prior to the first day of the applicable “Conversion Period” (as defined in the Indenture) in respect of the Cash Convertible Notes being converted on the Conversion Date relating to the relevant Exercise Date (the “Notice Deadline”) of (i) the number of Options being exercised on such Exercise Date; (ii) the Exercise Date; (iii) the scheduled commencement date of the “Conversion Period”; and (iv) the scheduled settlement date under the Indenture for the relevant Cash Convertible Notes converted on the Conversion Date corresponding to such Exercise Date; provided that, notwithstanding the foregoing, such notice (and the related automatic exercise of such Options) shall be effective if given after the relevant Notice Deadline but prior to 5:00 PM New York City time, on the fifth Scheduled Trading Day of such “Conversion Period”, in which case the Calculation Agent shall have the right to adjust the Delivery Obligation as appropriate to reflect the additional costs (including, but not limited to, hedging mismatches and market losses) and reasonable expenses incurred by Bank in connection with its hedging activities (including the unwinding of any hedge position) as a result of its not having received such notice prior to the Notice Deadline; provided further that in respect of Cash Convertible Notes converted during the period beginning on, and including the 55^th “Scheduled Trading Day” (as defined in the Indenture) prior to the “Maturity Date” (as defined in the Indenture) for such Cash Convertible Notes and ending on the first “Scheduled Trading Day” immediately preceding the “Maturity Date”, the Notice Deadline shall be the first “Scheduled Trading Day” immediately preceding the “Maturity Date”.

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Settlement Terms:
Delivery Obligation:	In respect of an Exercise Date occurring on a Conversion Date, in lieu of the obligations set forth in Sections 8.1 and 9.1 of the Equity Definitions, and subject to “Notice of Exercise” above, Bank shall pay to Counterparty on the related Settlement Date, with respect to a number of Options exercised on such Exercise Date, an amount in cash equal to the product of (i) the Applicable Percentage and (ii) the excess, if any, of (x) the aggregate “Cash Conversion Settlement Amount” (as defined in the Indenture) that Counterparty is obligated to pay to the holder(s) of the related Cash Convertible Notes converted on such Conversion Date pursuant to Section 10.02(b) of the Indenture over (y) the aggregate principal amount of such Cash Convertible Notes (such product, the “Net Cash Settlement Amount”); provided that such obligation shall be determined excluding (a) any cash that Counterparty is obligated to pay to holder(s) of the Cash Convertible Notes as a result of any adjustments to the Conversion Rate as set forth in Section 10.03 or in Section 10.04(g) or (h) of the Indenture and, (b) for the avoidance of doubt, any interest payment or distribution that Counterparty is obligated to deliver in respect of Cash Convertible Notes converted on such Conversion Date.
Notice of Delivery Obligation:	No later than the Scheduled Trading Day immediately following the last day of the “Conversion Period” (as defined in the Indenture), Counterparty shall, or shall cause Trustee to, give Bank notice of the final amount of cash comprising the Net Cash Settlement Amount; it being understood, for the avoidance of doubt, that the requirement of Counterparty to deliver such notice shall neither (i) limit Counterparty’s obligations with respect to “Notice of Exercise” above nor (ii) affect Bank’s delivery obligations hereunder in any way.
Settlement Date:	In respect of an Exercise Date occurring on a Conversion Date, the settlement date for the cash to be paid in connection with the related Cash Convertible Notes under the terms of the Indenture; provided that the Settlement Date shall not be prior to the Currency Business Day immediately following the date on which Counterparty gives notice to Bank of such Settlement Date.
Settlement Currency:	USD.
Share Adjustments:
Method of Adjustment:	Notwithstanding Section 11.2 of the Equity Definitions, upon any adjustment to the “Conversion Rate” (as defined in the Indenture) and/or the nature of the Shares underlying the Cash Convertible Notes pursuant to the Indenture (other than an increase in the “Conversion Rate” pursuant to Section 10.03 or to Section 10.04(g) or (h) of the Indenture), the Calculation Agent will make a corresponding adjustment to any one or more of the Strike Price, Number of Options, the Option Entitlement and any other variable relevant to the exercise, settlement, payment or other terms of the Transaction to the same extent as the adjustment under the Indenture. Counterparty agrees that it will notify Bank upon the effectiveness of any such adjustment.
Extraordinary Events:

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Merger Events:	Notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in Section 10.05 of the Indenture.
Notice of Merger Consideration:	Upon the occurrence of a Merger Event that causes the Shares to be converted into or exchanged for more than a single type of consideration (determined based in part upon the form of election of the holders of the Shares), Counterparty shall promptly notify the Calculation Agent in writing of the types and amounts of consideration that holders of Shares have affirmatively elected to receive upon consummation of such Merger Event; provided that in no event shall the date of such notification be later than the date on which such Merger Event is consummated.
Consequences of Merger Events:	Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares, the Strike Price, the Number of Options, the Option Entitlement and any other variable relevant to the exercise, settlement, payment or other terms of the Transaction; provided, however, that such adjustment shall be made without regard to any adjustment to the “Conversion Rate” (as defined in the Indenture) pursuant to Section 10.03 or to Section 10.04(g) or (h) of the Indenture.
Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
Additional Disruption Events:
Change in Law:	Applicable; provided that Section 12.9(a)(ii)(Y) of the Equity Definitions is hereby deleted.
Failure to Deliver:	Applicable.
Insolvency Filing:	Applicable.
Hedging Disruption:	Applicable.
Increased Cost of Hedging:	Applicable.
Hedging Party:	Bank for all applicable Additional Disruption Events.
Determining Party:	Bank for all applicable Extraordinary Events.
Acknowledgments:
Non-Reliance:	Applicable.
Agreements and Acknowledgments Regarding Hedging Activities:	Applicable.
Additional Acknowledgments:	Applicable.

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3. Mutual Representations, Warranties and Agreements.

Each of Bank and Counterparty represents and warrants to, and agrees with, the other party that:

(a)	Commodity Exchange Act. It is an “eligible contract participant” within the meaning of Section 1a(12) of the U.S. Commodity Exchange Act, as amended (the “CEA”). The Transaction has been subject to individual negotiation by the parties. The Transaction has not been executed or traded on a “trading facility” as defined in Section 1a(33) of the CEA; and
(b)	Securities Act. It is a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act.

4. Representations, Warranties and Agreements of Counterparty.

In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Counterparty further represents, warrants and agrees that:

(a)	the representations and warranties of Counterparty set forth in Section 2 of the Purchase Agreement dated as of the Trade Date between Counterparty and Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the initial purchasers party thereto (the “Purchase Agreement”), are true and correct and are hereby deemed to be repeated to Bank as if set forth herein;
(b)	Counterparty is not as of the Trade Date, and shall not be after giving effect to the transactions contemplated hereby, “insolvent” (as such term is defined in Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”));
(c)	Counterparty shall immediately provide written notice to Bank upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default      , adjustments specified under “Method of Adjustment”, a Merger Event or any other Extraordinary Event; provided, however, that should Counterparty be in possession of material non-public information regarding Counterparty, Counterparty shall not communicate such information to Bank;
(d)	Counterparty’s investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and Counterparty is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction;
(e)	Counterparty understands, agrees and acknowledges that Bank has no obligation or intention to register the Transaction under the Securities Act, any state securities law or other applicable federal securities law;
(f)	each of Counterparty’s filings under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;
(g)	Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

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(h)	Counterparty understands, agrees and acknowledges that no obligations of Bank to it hereunder shall be entitled to the benefit of deposit insurance and that such obligations shall not be guaranteed by any affiliate of Bank or any governmental agency;
(i)	(A) Counterparty is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary, (B) Counterparty is not relying on any communication (written or oral) of Bank or any of its affiliates as investment advice or as a recommendation to enter into the Transaction (it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction) and (C) no communication (written or oral) received from Bank or any of its affiliates shall be deemed to be an assurance or guarantee as to the expected results of the Transaction;
(j)	without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Bank is not making any representations or warranties with respect to the treatment of the Transaction under FASB Statements 128, 133, as amended, 149 or 150, EITF Issue No. 00-19, 01-6, 03-6 or 07-5 (or any successor issue statements), under FASB’s Liabilities & Equity Project or under FASB Staff Position or any other accounting guidance;
(k)	Counterparty is not entering into the Transaction for the purpose of (i) creating actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or (ii) raising or depressing or otherwise manipulating the price of the Shares (or any security convertible into or exchangeable for the Shares) in violation of the Exchange Act;
(l)	Counterparty shall deliver to Bank an opinion of counsel, dated as of the Trade Date in form and substance reasonably satisfactory to Bank, with respect to matters set forth in Section 3(a) of the Agreement, and paragraph 4(g) of this Confirmation, and a resolution of Counterparty’s board of directors authorizing the Transaction and such other certificate or certificates as Bank shall reasonably request; and
(m)	COUNTERPARTY UNDERSTANDS THAT THE TRANSACTION IS SUBJECT TO COMPLEX RISKS THAT MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS.

5. Other Provisions.

(a)

Method of Delivery. Whenever delivery of funds or other assets is required hereunder by or to Counterparty, such delivery shall be effected through the Agent. In addition, all notices, demands and communications of any kind relating to the Transaction between Bank and Counterparty shall be transmitted exclusively through the Agent.

(b)

Additional Termination Event. (i) If (A) an Amendment Event occurs or (B) an “Event of Default” with respect to Counterparty under the terms of the Cash Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the Cash Convertible Notes are declared immediately due and payable under the terms of the Indenture, an Additional Termination Event shall occur in respect of which (I) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (II) Bank shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. Upon a written request by Counterparty following the public announcement of an event that would otherwise constitute an Amendment Event (as defined below), but prior to the occurrence of such event, Bank shall use good faith efforts to propose an adjustment to the terms of the Transaction to account for the expected economic effect on the Transaction of such event. If Counterparty accepts Bank’s proposed adjustment prior to the occurrence of such event, Bank shall so adjust the Transaction

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and such event shall not constitute an Amendment Event. However, (x) if Counterparty does not accept such proposed adjustment or (y) Bank determines, in its sole discretion, that no adjustment that it could make would produce a commercially reasonable result, then the occurrence of such event shall constitute an Amendment Event.

“Amendment Event” means that Counterparty amends, modifies, supplements or obtains a waiver with respect to (i) any term of the Indenture or the Cash Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Cash Convertible Notes (including changes to the conversion rate, conversion settlement dates or conversion conditions), or (ii) any term of the Indenture or the Cash Convertible Notes that would require consent of the holders of not less than 100% of the principal amount of the Cash Convertible Notes to amend, in each case without the prior written consent of Bank, such consent not to be unreasonably withheld.

(ii) Notwithstanding anything to the contrary in this Confirmation, if any of the following events described in clauses (1) through (4) occurs, (A) Counterparty shall immediately notify Bank of such event (such notice, a “Bond Repurchase Notice”), (B) if Counterparty represents to Bank in writing in such Bond Repurchase Notice that, at the time of delivery of such notice, none of Counterparty and its affiliates is in possession of any material non-public information regarding Counterparty or the Shares, then the delivery of such notice shall constitute an Additional Termination Event in respect of which (I) Counterparty shall be the sole Affected Party and the portion of the Transaction relating to a number of Options equal to the number of Cash Convertible Notes in denominations of USD1,000 principal amount so repurchased, exchanged or repaid in connection with any of the events set forth below (the “Affected Portion”) shall be deemed the sole Affected Transaction (II) Bank shall designate an Exchange Business Day as an Early Termination Date pursuant to Section 6(b) of the Agreement (such day to occur as close as practicable, in Bank’s commercially reasonable judgment, to the settlement date of the repurchase, exchange or repayment with respect to the Affected Portion) and (III) for the avoidance of doubt, for purposes of determining any amount payable pursuant to Section 6 of the Agreement in connection with such Additional Termination Event, Bank (i) shall take into account the time value of the Transaction with respect to the maturity date of the Cash Convertible Notes, (ii) shall give effect to the use of the term “the Applicable Percentage” under the definitions of “Number of Shares” and “Delivery Obligation” above and (iii) may use a volume-weighted average price determined over a time period reasonably determined by Bank:

(1) any Cash Convertible Notes are repurchased (whether in connection with or as a result of a change of control, howsoever defined, or for any other reason) by Counterparty or any of its subsidiaries;

(2) any Cash Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described);

(3) any principal of any of the Cash Convertible Notes is repaid prior to the final maturity date of the Cash Convertible Notes (whether following acceleration of the Cash Convertible Notes or otherwise); or

(4) any Cash Convertible Notes are exchanged by or for the benefit of the holders thereof for any other securities of Counterparty or any of its affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction;

provided that, in the case of each of clauses (1) through (4), conversions of the Cash Convertible Notes pursuant to the terms of the Indenture shall not be an Additional Termination Event for purposes of this clause (ii).

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(iii) Notwithstanding anything to the contrary in this Confirmation, the giving of any Notice of Exercise shall constitute an Additional Termination Event hereunder with respect to the number, if any, of Exercisable Options specified in such Notice of Exercise as corresponding to a conversion of Cash Convertible Notes in compliance with Section 10.03 of the Indenture. Upon receipt of any such notice, Bank shall designate an Exchange Business Day as an Early Termination Date (such day to occur as close as practicable, in Bank’s commercially reasonable judgment, to the settlement date of the related Cash Convertible Notes under the terms of the Indenture), with respect to the portion of the Transaction corresponding to number of such Exercisable Options so specified. In lieu of the provisions of “Delivery Obligation”, any payment and/or delivery hereunder with respect to such conversion shall be calculated pursuant to Section 6 of the Agreement; where, for the purposes of such calculation, (A) Counterparty shall be the sole Affected Party with respect to such Additional Termination Event and (B) for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the Agreement, Bank (I) shall take into account the time value of the Transaction with respect to the maturity date of the Cash Convertible Notes (II) shall give effect to the use of the term “the Applicable Percentage” under the definitions of “Number of Shares” and “Delivery Obligation” above and (III) shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.03 of the Indenture; provided further that (A) in case of a partial termination, an Early Termination Date shall be designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the terminated portion and such Transaction shall be the only Terminated Transaction; and (B) the amount of cash payable in respect of such early termination by Bank to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (a) the total Cash Conversion Settlement Amount (calculated by giving effect to any adjustment to the “Conversion Rate” (as defined in the Indenture) in connection with the conversion of the relevant Cash Convertible Notes pursuant to Section 10.03 of the Indenture) over (b) the aggregate principal amount of such Cash Convertible Notes, as determined by the Calculation Agent in its sole reasonable discretion.

(c) Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Bank a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Options Equity Percentage as determined on such day is (i) equal to or greater than [Barclays Bank PLC - 7.5%; Citibank, N.A. - 4.0%; JPMorgan Chase Bank, National Association - 4.0%] or (ii) greater by 0.5% than the Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Options Equity Percentage as of the Trade Date). The “Options Equity Percentage” as of any day is the fraction (A) the numerator of which is the Number of Shares and (B) the denominator of which is the number of Shares outstanding on such day. Counterparty agrees to indemnify and hold harmless Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Bank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide Bank with a Repurchase Notice on the day specified in this paragraph. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person in respect of the foregoing, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from

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and against any loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

(d)	Rule 10b-18. Except as disclosed to Bank in writing prior to the Trade Date, Counterparty represents and warrants to Bank that it has not made any purchases of blocks by or for itself or any of its Affiliated Purchasers pursuant to the one block purchase per week exception in Rule 10b-18(b)(4) under the Exchange Act during each of the four calendar weeks preceding such date (“Rule 10b-18 purchase,” “blocks” and “Affiliated Purchaser” each as defined in Rule 10b-18 under the Exchange Act). Counterparty agrees and acknowledges that it shall not, and shall cause its Affiliated Purchasers not to, directly or indirectly (including by means of a derivative instrument) enter into any transaction to purchase any Shares during the period beginning on the Trade Date and ending on the day on which Bank has informed Counterparty in writing that it has completed all purchases of Shares to hedge initially its exposure to the Transaction; provided, that this Section shall not apply to the following: (A) purchases of Shares pursuant to exercises of stock options granted to former or current employees, officers, directors, or other affiliates of Counterparty, including the withholding and/or purchase of Shares from holders of such options to satisfy payment of the option exercise price and/or satisfy tax withholding requirements in connection with the exercise of such options; (B) purchases of Shares from holders of performance shares or units or restricted shares or units to satisfy tax withholding requirements in connection with vesting; (C) the conversion or exchange by holders of any convertible or exchangeable securities of the Counterparty previously issued; or (D) purchases of Shares effected by or for a plan by an agent independent of the Counterparty that satisfy the requirements of Rule 10b-18(a)(13)(ii).
(e)	Regulation M. Counterparty (A) was not on the Trade Date, has not since such date, and is not on the date hereof, engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, and (B) shall not engage in any “distribution,” as such term is defined in Regulation M, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M, until the second Exchange Business Day immediately following the Trade Date.
(f)	Early Unwind. In the event the sale of Cash Convertible Notes is not consummated with the initial purchasers for any reason by the close of business in New York on May 22, 2009 (or such later date as agreed upon by the parties) (May 22, 2009 or such later date as agreed upon being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Bank and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall pay to Bank, other than in cases involving a breach of the Purchase Agreement by the initial purchaser thereunder, an amount of cash equal to the aggregate amount of reasonable costs and expenses relating to the unwinding of Bank’s hedging activities in

11

	respect of the Transaction in a commercially reasonable manner (including market losses incurred in reselling in a commercially reasonable manner any Shares purchased by Bank or its affiliates in connection with such hedging activities, unless Counterparty agrees to purchase any such Shares at the cost at which Bank purchased such Shares) but only to the extent that such market costs and expenses exceed any realized market gains in such Shares. Bank and Counterparty represent and acknowledge to the other that, subject to the proviso included in this paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.
(g)	Transfer or Assignment. Neither party may transfer or assign any of its rights or obligations under the Transaction without the prior written consent of the other party, not to be unreasonably withheld; provided that any such assignment or transfer by Counterparty shall be subject to receipt by Bank of opinions and documents reasonably satisfactory to Bank and effected on terms reasonably satisfactory to Bank with respect to any tax, legal and regulatory matters relevant to the Bank; provided further that Counterparty shall not be released from its notice and indemnification obligations hereunder, and Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Bank in connection with any such transfer or assignment. Notwithstanding any provision of the Agreement to the contrary, Bank may, subject to applicable law, freely transfer and assign all of its rights and obligations under the Transaction without the consent of Counterparty to any affiliate of Bank the obligations of which are guaranteed by Bank. In addition, in order to remediate an Excess Ownership Position, as discussed below it shall use its commercially reasonable efforts to assign the Excess Ownership Position to a third party reasonably satisfactory to Counterparty with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or A3 or better by Moody’s Investors Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Bank.
	If at any time at which (1) the Equity Percentage exceeds 9% or (2) Bank, Bank Group (as defined below) or any person whose ownership position would be aggregated with that of Bank or Bank Group (Bank, Bank Group or any such person, a “Bank Person”) under Section 203 of the Delaware General Corporation Law (the “DGCL Takeover Statute”) or any state or federal bank holding company or banking laws, or other federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Bank Person under Applicable Laws (including, without limitation, “interested stockholder” or “acquiring person” status under the DGCL Takeover Statute) and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”) and Bank is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing terms and within a time period reasonably acceptable to it of all or a portion of the Transaction pursuant to the preceding sentence such that an Excess Ownership Position no longer exists, Bank may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that an Excess Ownership Position no longer exists. In the event that Bank so designates an Early Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Terminated Portion, (y) Counterparty shall be the sole Affected Party with respect to such partial termination and (z) such Transaction shall be the only Terminated Transaction. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Bank and any of its affiliates subject to aggregation with Bank, for purposes of the

12

“beneficial ownership” test under Section 13 of the Exchange Act, and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Bank (“Bank Group”), beneficially own (within the meaning of Section 13 of the Exchange Act) on such day plus [ ]% of the Shares outstanding on such day and (B) the denominator of which is the number of Shares outstanding on such day.

Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Bank to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Bank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Bank’s obligations in respect of the Transaction and any such designee may assume such obligations. Bank shall be discharged of its obligations to Counterparty to the extent of any such performance.

(h)	Role of Agent. Each of Bank and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that (i) the Agent is acting as agent for Bank under the Transaction pursuant to instructions from such party, (ii) the Agent is not a principal or party to the Transaction, and may transfer its rights and obligations with respect to the Transaction, (iii) the Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the Transaction, (iv) Bank and the Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or representations (whether written or oral) of Bank or the Agent, other than the representations expressly set forth in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities owed to it in connection with the Transaction. Each party hereto acknowledges and agrees that the Agent is an intended third party beneficiary hereunder. Counterparty acknowledges that the Agent is an affiliate of Bank. Bank will be acting for its own account in respect of this Confirmation and the Transaction contemplated hereunder.
(i)	Regulatory Provisions. The time of dealing for the Transaction will be confirmed by Bank upon written request by Counterparty. The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction.
(j)	Netting and Setoff. Obligations under the Transaction shall not be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against obligations under the Transaction, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff, netting or recoupment; provided that both parties agree that subparagraph (ii) of Section 2(c) of the Agreement shall apply to the Transaction.
(k)	Registration. Counterparty hereby agrees that if, in the good faith reasonable judgment of Bank, based on the advice of counsel, the Shares (“Hedge Shares”) acquired by Bank for the purpose of hedging its obligations pursuant to the Transaction cannot be sold in the public market by Bank without registration under the Securities Act, Counterparty shall, at its election, either (i) in order to allow Bank to sell the Hedge Shares in a registered offering, make available to Bank an effective registration statement under the Securities Act and (A) enter into an agreement, in form and substance satisfactory to Bank, substantially in the form of a customary underwriting agreement for a registered offering, (B) use its reasonable best efforts to provide accountant’s “comfort” letters customary in form for registered offerings of equity securities, (C) provide customary disclosure opinions of outside counsel to Counterparty reasonably acceptable to Bank, (D) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (E) afford Bank a reasonable opportunity to conduct a

13

	due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities; provided, however, that if Bank, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this paragraph shall apply at the election of Counterparty, (ii) in order to allow Bank to sell the Hedge Shares in a private placement, enter into and comply with a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance satisfactory to Bank (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary, in its reasonable judgment, to compensate Bank for any discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement), or (iii) purchase the Hedge Shares from Bank at the closing price on such Exchange Business Days, and in the amounts, requested by Bank.
(l)	Tax Disclosure. Notwithstanding anything to the contrary herein, in the Equity Definitions or in the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure.
(m)	Securities Contract; Swap Agreement. The parties hereto agree and acknowledge that Bank is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge (A) that this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment” or a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” a “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (B) that Bank is entitled to the protections afforded by, among other sections, Section 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.
(n)	No Material Non-Public Information. Counterparty represents and warrants to Bank as of the Trade Date that it is not aware of any material non-public information concerning itself or the Shares.
(o)	Right to Extend. Bank may postpone any Exercise Date or postpone or extend any other date of valuation or delivery with respect to some or all of the relevant Options (in which event the Calculation Agent shall make appropriate adjustments to the Cash Conversion Settlement Amount for such Options), if Bank determines, in its reasonable discretion, that such postponement or extension is reasonably necessary or appropriate to preserve Bank’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable Bank to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if Bank were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Bank.
(p)	Payments on Early Termination. The parties hereto agree that for the Transaction, for the purposes of Section 6(e) of the Agreement, Loss and Second Method will apply.

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(q)

Governing Law. The law of the State of New York (without reference to choice of law doctrine). The parties hereto irrevocably submit to the non-exclusive jurisdiction of the courts of the State of New York and the United States Court for the Southern District of New York in connection with all matters relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts.

(r)

Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THE TRANSACTION. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN.

6. Account Details:

(a)	Account for payments to Counterparty:
	Wire instructions:
	[                                        ]
	ACH instructions:
	[                                        ]
(b)	Account for payments to Bank:
	[                                        ]

7. Offices:

The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party.

The Office of Bank for the Transaction is: Inapplicable, Bank is not a Multibranch Party.

8. Notices:

For purposes of this Confirmation:

(a)	Address for notices or communications to Counterparty:
	Covanta Holding Corporation 40 Lane Road Fairfield, New Jersey Attention: General Counsel Telephone No.: (+1) 973-882-4193 Facsimile No.: (+1) 973-882-7357
(b)	Address for notices or communications to Bank:
	[                                        ]

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with a copy to:

[                                        ]

and

[                                        ]

This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16

Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to Bank a facsimile of the fully-executed Confirmation to Bank at [            ]. Originals shall be provided for your execution upon your request.

Very truly yours,

AGENT
acting solely as Agent for Bank in connection with the Transaction

By:
	Name:
	Title:

Accepted and confirmed as of the Trade Date:

COVANTA HOLDING CORPORATION

By:
	Name:
	Title:

[Cash Convertible Note Hedge Transaction Signature Page]

SCHEDULE A

For purposes of the Transaction, the following terms shall have the following values/meanings:

1.	Strike Price:	USD[                                        ].
2.	Premium:	USD[                                        ].

EX-10.3

Exhibit 10.3

[Bank Name and Address]

DATE:	May 18, 2009
TO:	Covanta Holding Corporation
	40 Lane Road
	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]

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”).]

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. For purposes of the Equity Definitions, the Transaction shall be deemed to be a Share Option Transaction, and each reference herein to a Warrant shall be deemed to be a reference to a Call or an Option, as context requires.

Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below.

1. This Confirmation evidences a complete and binding agreement between Bank and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to, an agreement in the form of the ISDA 1992 Master Agreement (Multicurrency – Cross Border) (the “Agreement”) as if Bank and Counterparty had executed an agreement in such form (without any Schedule except for (i) the replacement of the word “third” in the last line of Section 5(a)(i) of the Agreement with the word “first”, and (ii) the “Cross-Default” provisions of Section 5(a)(vi) applicable to Counterparty with a “Threshold” of USD30,000,000 the phrase “, or becoming capable at such time of being declared,” deleted from Section 5(a)(vi) of the Agreement and with such other elections set forth in this Confirmation) on the Trade Date. In the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

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General Terms:
Trade Date:	May 18, 2009.
Components:	The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Warrants and Expiration Date set forth in this Confirmation. The payments and deliveries to be made upon settlement of the Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement.
Warrant Style:	European.
Warrant Type:	Call.
Seller:	Counterparty.
Buyer:	Bank.
Shares:	The common stock, par value USD0.10 per share, of Counterparty (Ticker symbol “CVA”).
Number of Warrants:	In the aggregate, [Barclays Bank PLC - 10,783,700; Citibank, N.A. - 5,391,850; JPMorgan Chase Bank, National Association - 5,391,850] and for each Component of the Transaction, as provided in Schedule B to this Confirmation; provided that if the initial purchasers named in the Purchase Agreement (as defined in Section 4(a) below) exercised the option to purchase additional convertible notes (“Additional Convertible Notes”) pursuant to Section 3 of the Purchase Agreement, the Number of Warrants shall be automatically increased, effective upon payment by Counterparty of the Additional Premium on the Additional Premium Payment Date, by a number of Warrants equal to the product of (x) the Number of Warrants, and (y) a fraction, the numerator of which is the number of Additional Convertible Notes in denominations of USD1,000 principal amount issued pursuant to such exercise and the denominator of which is the number of Convertible Notes in denominations of USD1,000 principal amount issued prior to such exercise, subject to rounding as deemed appropriate by the Calculation Agent, and Calculation Agent will promptly provide Counterparty and Bank a schedule setting forth the increased Number of Warrants in the aggregate and for each Component.
Warrant Entitlement:	One Share per Warrant.
Strike Price:	As provided in Schedule A to this Confirmation.
Premium:	As provided in Schedule A to this Confirmation; provided that if the Number of Warrants is increased pursuant to the proviso to the definition of “Number of Warrants” above, Counterparty shall pay on the Additional Premium Payment Date an additional Premium (the “Additional Premium”) equal to the product of the number of Warrants by which the aggregate Number of Warrants for such Components is so increased and USD2.1755.
Premium Payment Date:	May 22, 2009.
Additional Premium Payment Date:	The closing date for the purchase and sale of the Additional Convertible Notes.
Exchange:	The New York Stock Exchange.
Related Exchange(s):	All Exchanges.

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Calculation Agent:	Bank.
Procedures for Exercise:
In respect of any Component
Expiration Time:	The Valuation Time.
Expiration Date(s):	As provided in Schedule B to this Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and provided further that if the Expiration Date has not occurred pursuant to the preceding proviso as of the Final Disruption Date, the Calculation Agent shall have the right to elect, in its sole discretion, that the Final Disruption Date shall be the Expiration Date (irrespective of whether such date is a Disrupted Day or an Expiration Date in respect of any other Component for the Transaction) and the Settlement Price for the Final Disruption Date shall be determined by the Calculation Agent in a commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make adjustments to the number of Warrants for the relevant Component for which such day shall be the Expiration Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Warrants for such Component. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date.
Final Disruption Date:	As provided in Schedule A to this Confirmation.
Automatic Exercise:	Applicable with respect to the Warrants included in any Component; provided that Section 3.4(a) of the Equity Definitions shall apply to Net Share Settlement.
Market Disruption Event:	Section 6.3(a) of the Equity Definitions shall be amended by deleting the words “at any time during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and replacing them with the words “at any time during the regular trading session on the Exchange, without regard to after hours or any other trading outside of the regular trading session hours”, by amending and restating clause (a)(iii) thereof in its entirety to read as follows: “(iii) an Early Closure that the Calculation Agent determines is material” and by adding the words “, (iv) a Regulatory Disruption or (v) a Liquidity Event” after clause (a)(iii) as restated above.
	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term

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	“Scheduled Closing Time” in the fourth line thereof.
Regulatory Disruption:	A “Regulatory Disruption” shall occur if Bank determines in its good faith reasonable discretion that it is appropriate in light of legal, regulatory or self-regulatory requirements or related policies or procedures for Bank to refrain from all or any part of the market activity in which it would otherwise engage in connection with the Transaction.
Liquidity Event:	A “Liquidity Event” shall occur if on any day the trading volume or liquidity of trading in the Shares is materially reduced from levels prevailing on the Trade Date and the Calculation Agent determines in its good faith commercially reasonable discretion that as a result it would be appropriate to treat such day as a Disrupted Day or a partially Disrupted Day.
Disrupted Day:	The definition of “Disrupted Day” in Section 6.4 of the Equity Definitions shall be amended by adding the following sentence after the first sentence: “A Scheduled Trading Day on which a Related Exchange fails to open during its regular trading session will not be a Disrupted Day if the Calculation Agent determines that such failure will not have a material impact on Bank’s ability to unwind any hedging transactions related to the Transaction.
Valuation:
In respect of any Component
Valuation Time:	Scheduled Closing Time; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its reasonable discretion.
Valuation Date:	The Expiration Date.
Settlement Terms:
In respect of any Component Settlement Currency:	USD.
Settlement Method:	Net Share Settlement.
Settlement Price:	On any Valuation Date, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page CVA <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such Valuation Date (or if such volume-weighted average price is unavailable, the volume-weighted average price on such Valuation Date, as determined by the Calculation Agent).
Settlement Date(s):	As determined in reference to Section 9.4 of the Equity Definitions, subject to paragraph 5(j)(i) hereof.
Net Share Settlement:	On each Settlement Date, Counterparty shall deliver to Bank a number of Shares equal to the Net Share Amount for such Settlement Date to the account specified by Bank, and cash in lieu of any fractional shares valued at the Settlement Price for the Valuation Date corresponding to such Settlement Date. If, in the good faith reasonable judgment of Bank, the Shares deliverable hereunder would not be immediately freely

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	transferable by Bank under Rule 144 (or any successor provision, collectively, “Rule 144”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) for any reason other than solely as a result of Bank being an “affiliate” (as defined in Rule 144 under the Securities Act) of Counterparty (where such affiliation did not arise from Bank being a party to the Transaction), then Bank may elect to either (x) accept delivery of such Shares notwithstanding the fact that such Shares are not freely transferable by Bank under Rule 144 or (y) require that such delivery take place pursuant to paragraph 5(j) below.
Net Share Amount:	A number of Shares, as calculated by the Calculation Agent, equal to the Option Cash Settlement Amount divided by the Settlement Price, each determined as if Cash Settlement applied, rounded down to the nearest whole number plus any Fractional Share Amount.
Other Provisions Applicable to Net Share Settlement:	The provisions of Sections 9.1(c), 9.8, 9.9, 9.11, 9.12 and 10.5 of the Equity Definitions will be applicable, as if “Physical Settlement” applied to the Transaction.
Representation and Agreement:	Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Bank may be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws.
Dividends:
Dividend Adjustments:	If at any time during the period from but excluding the Trade Date, to and including the final Expiration Date an ex-dividend date for a cash dividend occurs with respect to the Shares, then the Calculation Agent will adjust the Strike Price, the Number of Warrants and/or Warrant Entitlement as it deems appropriate to preserve the fair value of the Warrant to Bank after taking into account such dividend.
Adjustments:
Method of Adjustment:	Calculation Agent Adjustment; provided that the Equity Definitions shall be amended by replacing the words “diluting or concentrative” in Sections 11.2(a), 11.2(c) (in two instances) and 11.2(e)(vii) with the word “material” and by adding the words “or the Transaction” after the words “theoretical value of the relevant Shares” in Section 11.2(a), 11.2(c) and 11.2(e)(vii); provided, further that adjustments may be made to account for changes in volatility, expected dividends, stock loan rate and liquidity relative to the relevant Shares.

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Extraordinary Events:
New Shares:	Section 12.1(i) of the Equity Definitions is hereby amended by deleting the text in clause (i) in its entirety and replacing it with the phrase “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors)”.
Share-for-Share:	The definition of “Share-for-Share” set forth in Section 12.1(f) of the Equity Definitions is hereby amended by the deletion of parenthetical in clause (i) thereof.
Consequence of Merger Events:
Share-for-Share:	Modified Calculation Agent Adjustment.
Share-for-Other:	Cancellation and Payment (Calculation Agent Determination).
Share-for-Combined:	Cancellation and Payment (Calculation Agent Determination); provided that Bank may elect, in its commercially reasonable judgment, Component Adjustment.
Consequence of Tender Offers:
Tender Offer:	Applicable; provided that if an event occurs that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event under paragraph 5(f)(i) of this Confirmation, Bank may elect, in its commercially reasonable judgment, whether the provisions of Section 12.3 of the Equity Definitions or paragraph 5(f)(i) will apply.
Share-for-Share:	Modified Calculation Agent Adjustment.
Share-for-Other:	Modified Calculation Agent Adjustment.
Share-for-Combined:	Modified Calculation Agent Adjustment.
Modified Calculation Agent Adjustment:	For greater certainty, the definition of “Modified Calculation Agent Adjustment” in Sections 12.2 and 12.3 of the Equity Definitions shall be amended by adding the following italicized language after the stipulated parenthetical provision: “(including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction) from the Announcement Date to the Merger Date (Section 12.2) or Tender Offer Date (Section 12.3).”
	If, in respect of any Merger Event to which Modified Calculation Agent Adjustment applies to the Transaction, the adjustments to be made in accordance with Section 12.2(e)(i) of the Equity Definitions would result in Counterparty being different from the issuer of the Shares, then with respect to such Merger Event, as a condition precedent to the adjustments contemplated in Section 12.2(e)(i) of the Equity Definitions, Counterparty and the issuer of the Shares shall, prior to the Merger Date, have entered into such documentation containing representations, warranties and agreements relating to securities law and other issues as requested by Bank that Bank has determined, in its reasonable discretion, to be reasonably necessary or appropriate to allow Bank to continue as a party to the Transaction, as adjusted under Section 12.2(e)(i) of the Equity Definitions, and to

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	preserve its hedging or hedge unwind activities in connection with the Transaction in a manner compliant with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Bank (based on commercially reasonable interpretations of such legal, regulatory or self-regulatory requirements applicable to Bank), and if such conditions are not met or if the Calculation Agent determines that no adjustment that it could make under Section 12.2(e)(i) of the Equity Definitions will produce a commercially reasonable result, then the consequences set forth in Section 12.2(e)(ii) of the Equity Definitions shall apply.
Announcement Date:	The definition of “Announcement Date” in Section 12.1 of the Equity Definitions shall be amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” in the third and the fifth lines thereof with the words “, if completed, would lead to a”, (iii) replacing the words “voting shares” in the fifth line thereof with the word “Shares”, and (iv) inserting the words “by any party to the proposed transaction” after the word “announcement” in the third and the fifth lines thereof.
Announcement Event:	If an Announcement Event occurs, the Calculation Agent will determine the economic effect of the Announcement Event on the theoretical value of the Transaction (including without limitation any change in volatility, expected dividends, or liquidity relevant to the Shares or to the Transaction) from the Announcement Date to the Valuation Date. If such economic effect is material, the Calculation Agent will adjust the terms of the Transaction to reflect such economic effect. “Announcement Event” shall mean the occurrence of the Announcement Date of a Merger Event or Tender Offer.
Composition of Combined Consideration:	Not Applicable; provided that, notwithstanding Sections 12.5(b) and 12.1(f) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be elected by an actual holder of the Shares, the Calculation Agent will, in its sole discretion, determine such composition.
Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
Additional Disruption Events:
Change in Law:	Applicable; provided that Section 12.9(a)(ii)(Y) of the Equity Definitions is hereby deleted.

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Failure to Deliver:	Not Applicable.
Insolvency Filing:	Applicable.
Hedging Disruption:	Applicable; provided that Section 12.9(a)(v) of the Equity Definitions is hereby modified by inserting the following two phrases at the end of such Section:
	“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms; provided, however, that the scheduled exercise or scheduled expiration of call options on the Shares (with a Trade Date of even date herewith) sold by Bank to Counterparty in accordance with the terms of such call options shall not provide the sole basis for the occurrence of a Hedging Disruption Event.”
Increased Cost of Hedging:	Applicable.
Loss of Stock Borrow:	Applicable; provided that (a) Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words “at a rate equal to or less than the Maximum Stock Loan Rate” and replacing it with the words “at a Borrow Cost equal to or less than the Maximum Stock Loan Rate”, and (b) Section 12.9(b)(iv) is amended by deleting (i) subsection (A) in its entirety, (ii) the phrase “or (B)” following subsection (A), (iii) the phrase “in each case” in subsection (B), and (iv) the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the penultimate sentence.
Borrow Cost:	The cost to borrow the relevant Shares that would be incurred by a third party market participant borrowing such Shares, as determined by the Calculation Agent, on the relevant date of determination. Such costs shall include (a) the spread below FED-FUNDS that would be earned on collateral posted in connection with such borrowed Shares, net of any costs or fees , and (b) any stock loan borrow fee that would be payable for such Shares, expressed as fixed rate per annum.
Maximum Stock Loan Rate:	100 basis points.
Increased Cost of Stock Borrow:	Applicable; provided that (a) Section 12.9(a)(viii) of the Equity Definitions shall be amended by deleting “rate to borrow Shares” and replacing it with “Borrow Cost” and (b) Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before the phrase “(B)” and deleting the comma at the end of subsection (A), (ii) deleting subsection (C) in its entirety, (iii) deleting the word “or” immediately preceding subsection (C), (iv) replacing “either party” in the penultimate sentence with “the Hedging Party”, (v) replacing the word “rate” in clause (Y) of the final sentence therein with the words “Borrow Cost”, and (vi) deleting subsection (X) in its entirety and the words “or (Y)” immediately following subsection (X).
Initial Stock Loan Rate:	20 basis points.

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FED FUNDS:	For any day, the rate set forth for such day opposite the caption “Federal funds”, as such rate is displayed on the page “FedsOpen <Index> <GO>” on the BLOOMBERG Professional Service, or any successor page; provided that if no rate appears for any day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used for such day.
Hedging Party:	Bank for all applicable Additional Disruption Events.
Determining Party:	Bank for all applicable Extraordinary Events.
Acknowledgments:
Non-Reliance:	Applicable.
Agreements and Acknowledgments Regarding Hedging Activities:	Applicable.
Additional Acknowledgments:	Applicable.

3. Mutual Representations, Warranties and Agreements.

Each of Bank and Counterparty represents and warrants to, and agrees with, the other party that:

(a)	Commodity Exchange Act. It is an “eligible contract participant” within the meaning of Section 1a(12) of the U.S. Commodity Exchange Act, as amended (the “CEA”). The Transaction has been subject to individual negotiation by the parties. The Transaction has not been executed or traded on a “trading facility” as defined in Section 1a(33) of the CEA; and
(b)	Securities Act. It is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, or an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act.

4. Representations, Warranties and Agreements of Counterparty.

In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Counterparty further represents, warrants and agrees that:

(a)	the representations and warranties of Counterparty set forth in Section 2 of the Purchase Agreement dated as of the Trade Date between Counterparty and Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the initial purchasers party thereto (the “Purchase Agreement”), are true and correct and are hereby deemed to be repeated to Bank as if set forth herein;
(b)	the Shares of Counterparty initially issuable upon exercise of the Warrant (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Counterparty. The Warrant Shares have been duly authorized and, when delivered as contemplated by the terms of the Warrant following the exercise of the Warrant in accordance with the terms and conditions of the Warrant, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any pre-emptive or similar rights;
(c)	Counterparty shall immediately provide written notice to Bank upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default, a Potential Adjustment Event, a Merger Event or any other Extraordinary Event; provided, however, that should Counterparty be in possession of material non-public information regarding Counterparty, Counterparty shall not communicate such information to Bank;

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(d)	(A) Counterparty is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary, (B) Counterparty is not relying on any communication (written or oral) of Bank or any of its affiliates as investment advice or as a recommendation to enter into the Transaction (it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction) and (C) no communication (written or oral) received from Bank or any of its affiliates shall be deemed to be an assurance or guarantee as to the expected results of the Transaction;
(e)	Counterparty is not as of the Trade Date and as of the date on which Counterparty delivers any Termination Delivery Units, and shall not be after giving effect to the transactions contemplated hereby, “insolvent” (as such term is defined in Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”));
(f)	Counterparty understands, agrees and acknowledges that Bank has no obligation or intention to register the Transaction under the Securities Act, any state securities law or other applicable federal securities law;
(g)	each of Counterparty’s filings under the Securities Act, the Securities Exchange Act of 1934 (as amended (the “Exchange Act”), or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;
(h)	Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;
(i)	Counterparty understands, agrees and acknowledges that no obligations of Bank to it hereunder shall be entitled to the benefit of deposit insurance and that such obligations shall not be guaranteed by any affiliate of Bank or any governmental agency;
(j)	without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Bank is not making any representations or warranties with respect to the treatment of the Transaction under FASB Statements 128, 133, as amended, 149 or 150, EITF Issue No. 00-19, 01-6, 03-6 or 07-5 (or any successor issue statements), under FASB’s Liabilities & Equity Project or under FASB Staff Position or any other accounting guidance;
(k)	Counterparty is not entering into the Transaction for the purpose of (i) creating actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or (ii) raising or depressing or otherwise manipulating the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act;
(l)	Counterparty shall deliver to Bank an opinion of counsel, dated as of the Trade Date in form and substance reasonably satisfactory to Bank with respect to matters set forth in Section 3(a) of the Agreement and paragraphs 4(b) and 4(h) of this Confirmation, and a resolution of Counterparty’s board of directors authorizing such Transaction and such other certificate or certificates as Bank shall reasonably request;
(m)	(x)(A) On the Trade Date, the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall not be, subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act (“Regulation M”) and (B) Counterparty shall not engage in any “distribution,” as such term is defined in Regulation M, other than a distribution

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meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M until the second Exchange Business Day immediately following the Trade Date, and (y)(A) during the period starting on the first Expiration Date and ending on the last Expiration Date (the “Settlement Period”), the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall not be, subject to a “restricted period,” as defined in Regulation M and (B) Counterparty shall not engage in any “distribution,” as such term is defined in Regulation M, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M, until the second Exchange Business Day immediately following the Settlement Period;

(n)	During the Settlement Period and on any other Exercise Date, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18 of the Exchange Act (“Rule 10b-18”)) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Bank; provided that this Section 4(n) shall not apply to the following: (A) purchases of Shares pursuant to exercises of stock options granted to former or current employees, officers, directors, or other affiliates of Counterparty, including the withholding and/or purchase of Shares from holders of such options to satisfy payment of the option exercise price and/or satisfy tax withholding requirements in connection with the exercise of such options; (B) purchases of Shares from holders of performance shares or units or restricted shares or units to satisfy tax withholding requirements in connection with vesting; (C) the conversion or exchange by holders of any convertible or exchangeable securities of the Counterparty previously issued; (D) purchases of Shares effected by or for a plan by an agent independent of the Counterparty that satisfy the requirements of Rule 10b-18(a)(13)(ii); or (E) purchases of Shares directly affected by Counterparty in privately negotiated off-market transactions that are not “Rule 10b-18 Purchases” (as defined in Rule 10b-18);
(o)	Counterparty agrees that it (A) will not during the Settlement Period make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Bank following any such announcement that such announcement has been made; and (C) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Bank with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Bank or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Bank that such information is true and correct. In addition, Counterparty shall promptly notify Bank of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. “Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act; and
(p)	COUNTERPARTY UNDERSTANDS THAT THE TRANSACTION IS SUBJECT TO COMPLEX RISKS THAT MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS.

5. Other Provisions:

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(a)	Method of Delivery. Whenever delivery of funds or other assets is required hereunder by or to Counterparty, such delivery shall be effected through Agent. In addition, all notices, demands and communications of any kind relating to the Transaction between Bank and Counterparty shall be transmitted exclusively through Agent.
(b)	Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Bank a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Warrant Equity Percentage as determined on such day is (i) equal to or greater than [Barclays PLC - 7.5%; Citibank, N.A. - 4%; JPMorgan Chase Bank, National Association - 4%] or (ii) greater by 0.5% than the Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrant Equity Percentage as of the Trade Date). The “Warrant Equity Percentage” as of any day is the fraction (A) the numerator of which is the Number of Warrants and (B) the denominator of which is the number of Shares outstanding on such day. Counterparty agrees to indemnify and hold harmless Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Bank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide Bank with a Repurchase Notice on the day specified in this paragraph. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person in respect of the foregoing, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.
(c)	Transfer or Assignment. Counterparty may not transfer or assign any of its rights or obligations under the Transaction without the prior written consent of Bank. Notwithstanding any provision of the Agreement to the contrary, Bank may, subject to applicable law, freely transfer and assign all of its rights and obligations under the Transaction without the consent of Counterparty to any third party. If at any time at which (1) the Equity Percentage exceeds 9% or (2) Bank, Bank Group (as defined below) or any person whose ownership position would be aggregated with that of Bank or Bank Group (Bank, Bank Group or any such person, a “Bank Person”) under Section 203 of the Delaware General Corporation Law (the “DGCL Takeover Statute”) or any state or federal bank holding company or banking laws, or other federal, state or local laws, regulations or

12

regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Bank Person under Applicable Laws (including, without limitation, “interested stockholder” or “acquiring person” status under the DGCL Takeover Statute) and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) [ ]% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”) and Bank is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing terms and within a time period reasonably acceptable to it of all or a portion of the Transaction such that an Excess Ownership Position no longer exists, Bank may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that an Excess Ownership Position no longer exists. In the event that Bank so designates an Early Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Warrants equal to the Terminated Portion, (y) Counterparty shall be the sole Affected Party with respect to such partial termination and (z) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 5(i) shall apply to any amount that is payable by Bank to Counterparty pursuant to this sentence). The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Bank and any of its affiliates subject to aggregation with Bank, for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Bank (collectively, “Bank Group”), beneficially own (within the meaning of Section 13 of the Exchange Act) on such day plus [ ]% of the Shares outstanding as of such day and (B) the denominator of which is the number of Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Bank to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Bank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Bank’s obligations in respect of the Transaction and any such designee may assume such obligations. Bank shall be discharged of its obligations to Counterparty to the extent of any such performance.

(d)

Role of Agent. Each of Bank and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that (i) the Agent is acting as agent for Bank under the Transaction pursuant to instructions from such party, (ii) the Agent is not a principal or party to the Transaction, and may transfer its rights and obligations with respect to the Transaction, (iii) the Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the Transaction, (iv) Bank and the Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or representations (whether written or oral) of Bank or the Agent, other than the representations expressly set forth in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities owed to it in connection with the Transaction. Each party hereto acknowledges and agrees that the Agent is an intended third party beneficiary hereunder. Counterparty acknowledges that the Agent is an affiliate of Bank. Bank will be acting for its own account in respect of this Master Confirmation any Transaction contemplated hereunder.

(e)

Regulatory Provisions. The time of dealing for the Transaction will be confirmed by Bank upon written request by Counterparty. The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction.

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(f) Additional Termination Events. The occurrence of any of the following shall constitute an Additional Termination Event with respect to which (1) Counterparty shall be the sole Affected Party and (2) the Transaction shall be the sole Affected Transaction; provided that with respect to any of the following Additional Termination Events, Bank may choose to treat part of the Transaction as the sole Affected Transaction, and, upon termination of the Affected Transaction, a Transaction with a Number of Warrants equal to the unaffected number of Warrants shall be treated for all purposes as the Transaction, which shall remain in full force and effect and, for the avoidance of doubt, shall be subject to all relevant provisions and adjustments as if an Additional Termination Event had not occurred:

(i)	if at any time (x) Bank is unable, or reasonably determines that it is inadvisable, based upon the advice of counsel, to hedge its obligations pursuant to the Transaction in the public market without registration under the Securities Act as a result of any legal, regulatory or self-regulatory requirements or related policies and procedures applicable to it (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Bank); or (y) Bank determines in its reasonable discretion that Bank or its affiliates would incur a materially increased cost in establishing, re-establishing or maintaining a full hedge of the equity price risk (including for the avoidance of doubt, the volatility risk) in respect of the Transaction; provided , however, that the scheduled exercise or scheduled expiration of call options on the Shares (with a Trade Date of even date herewith) sold by Bank to Counterparty in accordance with the terms of such call options shall not provide the sole basis for the occurrence of such Additional Termination Event pursuant to this sub-clause (y);
(ii)	the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” becomes the “beneficial owner” (as these terms are defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of Counterparty’s capital stock that is at the time entitled to vote by the holder thereof in the election of Counterparty’s board of directors (or comparable body);
(iii)	the consolidation or merger of Counterparty with or into any other “person” (as this term is used in Section 13(d)(3) of the Exchange Act), or the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of Counterparty’s assets and those of Counterparty’s subsidiaries taken as a whole to any “person” (as this term is used in Section 13(d)(3) of the Exchange Act), other than (x) any transaction that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Counterparty’s capital stock; and pursuant to which the holders of 50% or more of the total voting power of all shares of Counterparty’s capital stock entitled to vote generally in elections of directors immediately prior to such transaction have the right to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Counterparty’s capital stock entitled to vote generally in elections of directors of the continuing or surviving person (or any parent thereof) immediately after giving effect to such transaction; or (y) any merger primarily for the purpose of changing Counterparty’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of the outstanding Shares solely into shares of common stock of the surviving entity;
(iv)	the first day on which a majority of the members of board of directors of Counterparty are not “continuing directors”. “Continuing directors” means, as of any date of determination, any member of board of directors of Counterparty who (x) was a member of the board of directors on the Trade Date; or (y) was nominated for election or elected to the board of directors with the approval of a majority of the continuing directors who were members of the board at the time of new director’s nomination or election;
(v)	the adoption of a plan relating to liquidation or dissolution of Counterparty; or

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(vi) the termination of trading of the Shares, which will be deemed to have occurred if the Shares are neither listed for trading on a U.S. national securities exchange nor approved for quotation on any U.S. system of automated dissemination of quotations of securities prices, and no American Depositary Shares or similar instruments for such common stock are so listed or approved for listing or quotation in the United States.

Notwithstanding any provision of paragraph 5(f)(iii), however, an Additional Termination Event will not be deemed to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute an Additional Termination Event above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Convertible Notes become convertible into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.

(g)	No Collateral. Notwithstanding any provision of this Confirmation, the Agreement, Equity Definitions or any other agreement between the parties to the contrary, the obligations of Counterparty under the Transaction are not secured by any collateral.
(h)	Netting and Setoff. Obligations under the Transaction shall not be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against obligations under the Transaction, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff, netting or recoupment; provided that both parties agree that subparagraph (ii) of Section 2(c) of the Agreement shall apply to the Transaction.
(i)	Alternative Calculations and Counterparty Payment on Early Termination and on Certain Extraordinary Events. If Counterparty owes Bank any amount in connection with the Transaction (i) pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to satisfy any such Payment Obligation by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Scheduled Trading Day, no later than noon New York time on the Early Termination Date or other date the Transaction is cancelled or terminated, as applicable, where such notice shall include a representation and warranty from Counterparty that it is not, as of the date of the telephonic notice and the date of such written notice, aware of any material non-public information concerning itself or the shares (“Notice of Counterparty Termination Delivery”). Within a commercially reasonable period of time following receipt of a Notice of Counterparty Termination Delivery, Counterparty shall deliver to Bank a number of Termination Delivery Units having a fair market value (net of any brokerage and underwriting commissions and fees, including any customary private placement fees) equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent as the number of whole Termination Delivery Units that could be sold over a commercially reasonable period of time to generate proceeds equal to the cash equivalent of such Payment Obligation). In addition, if, in the good faith reasonable judgment of Bank, for any reason, the Termination

15

Delivery Units deliverable pursuant to this paragraph would not be immediately freely transferable by Bank under Rule 144, then Bank may elect either to (x) accept delivery of such Termination Delivery Units notwithstanding any restriction on transfer or (y) require that such delivery take place pursuant to paragraph 5(j) below. If the provisions set forth in this paragraph are applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (modified as described above) and 9.12 of the Equity Definitions shall be applicable, except that all references to “Shares” shall be read as references to “Termination Delivery Units.” “Termination Delivery Units” means in the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of Nationalization, Insolvency, Tender Offer or Merger Event, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency, Tender Offer or Merger Event; provided that if such Nationalization, Insolvency, Tender Offer or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

(j) Registration/Private Placement Procedures. If, in the reasonable opinion of Bank, following any delivery of Shares or Termination Delivery Units to Bank hereunder, such Shares or Termination Delivery Units would be in the hands of Bank subject to any applicable restrictions with respect to any registration or qualification requirement or prospectus delivery requirement for such Shares or Termination Delivery Units pursuant to any applicable federal or state securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act as a result of such Shares or Termination Delivery Units being “restricted securities”, as such term is defined in Rule 144 under the Securities Act, or as a result of the sale of such Shares or Termination Delivery Units) (such Shares or Termination Delivery Units, “Restricted Shares”) for any reason other than solely as a result of Bank being an “affiliate” (as defined in Rule 144 under the Securities Act) of Counterparty (where such affiliation did not arise from Bank being a party to the Transaction), then delivery of such Restricted Shares shall be effected pursuant to either clause (i) or (ii) below at the election of Counterparty, unless waived by Bank. Notwithstanding the foregoing, solely in respect of any Number of Warrants exercised or deemed exercised on any Expiration Date, Counterparty shall elect, prior to the first Settlement Date for the first Expiration Date, a Private Placement Settlement (as defined below) or Registration Settlement (as defined below) for all deliveries of Restricted Shares for all such Expiration Dates which election shall be applicable to all Settlement Dates for such Warrants and the procedures in clause (i) or clause (ii) below shall apply for all such delivered Restricted Shares on an aggregate basis commencing after the final Settlement Date for such Warrants. The Calculation Agent shall make reasonable adjustments to settlement terms and provisions under this Confirmation to reflect a single Private Placement or Registered Settlement for such aggregate Restricted Shares delivered hereunder.

(i) If Counterparty elects to settle the Transaction pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Bank; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the sale by Counterparty to Bank (or any affiliate designated by Bank) of the Restricted Shares or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Bank (or any such affiliate of Bank). The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Bank, due diligence rights (for Bank or any designated buyer of the Restricted Shares by Bank), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Bank. In the case of a Private Placement Settlement, Bank shall determine the appropriate discount

16

(in the case of settlement of Termination Delivery Units pursuant to paragraph 5(i) above) or any Settlement Price (in the case of settlement of Shares pursuant to Section 2 above) applicable to such Restricted Shares in a commercially reasonable manner and appropriately adjust the number of such Restricted Shares to be delivered to Bank hereunder. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Scheduled Trading Day following notice by Bank to Counterparty, of such applicable discount and the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date described in paragraph 5(i) (in the case of settlement of Termination Delivery Units) or on the Settlement Date (in the case of settlement in Shares pursuant to Section 2 above).

	In the event of a Private Placement, the Net Share Settlement Amount or the Payment Obligation, respectively, shall be deemed to be the Net Share Settlement Amount or the Payment Obligation, respectively, plus an additional amount (determined from time to time by the Calculation Agent in its commercially reasonable judgment) attributable to interest that would be earned on such Net Share Settlement Amount or the Payment Obligation, respectively, (increased on a daily basis to reflect the accrual of such interest and reduced from time to time by the amount of net proceeds received by Bank as provided herein) at a rate equal to the open Federal Funds Rate plus the Spread for the period from, and including, such Settlement Date or the date on which the Payment Obligation is due, respectively, to, but excluding, the related date on which all the Restricted Shares have been sold and calculated on an Actual/360 basis. The foregoing provision shall be without prejudice to Bank’s rights under the Agreement (including, without limitation, Sections 5 and 6 thereof).
	As used in this Section, “Spread” means, with respect to any Net Share Settlement Amount or Payment Obligation, respectively, the credit spread over the applicable overnight rate that would be imposed if Bank were to extend credit to Company in an amount equal to such Net Share Settlement Amount or Payment Obligation, all as determined by the Calculation Agent using its commercially reasonable judgment as of the related Settlement Date or the date on which the Payment Obligation is due, respectively. Commercial reasonableness shall take into consideration all factors deemed relevant by the Calculation Agent, which are expected to include, among other things, the credit quality of Counterparty (and any relevant affiliates) in the then-prevailing market and the credit spread of similar companies in the relevant industry and other companies having a substantially similar credit quality.
(ii)	If Counterparty elects to settle the Transaction pursuant to this clause (ii) (a “Registration Settlement”), then Counterparty shall promptly (but in any event no later than the beginning of the Resale Period (as defined below)) file and use its reasonable best efforts to make effective under the Securities Act a registration statement or supplement or amend an outstanding registration statement in form and substance reasonably satisfactory to Bank, to cover the resale of such Restricted Shares (and any Make-whole Shares) in accordance with customary resale registration procedures, including covenants, conditions, representations, underwriting discounts (if applicable), commissions (if applicable), indemnities due diligence rights, opinions and certificates, and such other documentation as is customary for equity resale underwriting agreements, all reasonably acceptable to Bank. If Bank, in its sole reasonable discretion, is not satisfied with such procedures and documentation Private Placement Settlement shall apply. If Bank is satisfied with such procedures and

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documentation, it shall sell the Restricted Shares pursuant to such registration statement during a period (the “Resale Period”) commencing on the Exchange Business Day following delivery of such Restricted Shares (and any Make-whole Shares) and ending on the earliest of (i) the Exchange Business Day on which Bank completes the sale of all Restricted Shares or, in the case of settlement of Termination Delivery Units, a sufficient number of Restricted Shares so that the realized net proceeds of such sales exceed the Payment Obligation (as defined above) and (ii) the date upon which all Restricted Shares have been sold or transferred pursuant to Rule 144 (or similar provisions then in force) or Rule 145(d)(1) or (2) (or any similar provision then in force) under the Securities Act.

(iii)	If (ii) above is applicable and the Net Share Settlement Amount or the Payment Obligation, as applicable, exceeds the realized net proceeds from such resale, or if (i) above is applicable and the Freely Tradeable Value (as defined below) of the Net Share Settlement Amount or the Payment Obligation (in each case as adjusted pursuant to (i) above), as applicable, exceeds the realized net proceeds from such resale, Counterparty shall transfer to Bank by the open of the regular trading session on the Exchange on the Exchange Trading Day immediately following the last day of the Resale Period the amount of such excess (the “Additional Amount”), at Counterparty’s option, either in cash or in a number of Shares (“Make-whole Shares”); provided that the aggregate number of Shares and Make-whole Shares delivered shall not exceed the Maximum Amount) that, based on the Settlement Price on the last day of the Resale Period (as if such day was the Valuation Date for purposes of computing such Settlement Price), has a value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares. If Counterparty elects to pay the Additional Amount in Make-whole Shares, the requirements and provisions for either Private Placement Settlement or Registration Settlement shall apply to such payment. This provision shall be applied successively until the Additional Amount is equal to zero, subject to Section 5(m) below. “Freely Tradeable Value” means the value of the number of Shares delivered to Bank which such Shares would have if they were freely tradeable (without prospectus delivery) upon receipt by Bank, as determined by the Calculation Agent by commercially reasonable means.
(iv)	Without limiting the generality of the foregoing, Counterparty agrees that any Restricted Shares delivered to Bank, as purchaser of such Restricted Shares, (A) may be transferred by and among Bank and its affiliates and Counterparty shall effect such transfer without any further action by Bank and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed after any settlement date for such Restricted Shares, Counterparty shall promptly remove, or cause the transfer agent for such Restricted Shares to remove, any legends referring to any such restrictions or requirements from such Restricted Shares upon delivery by Bank (or such affiliate of Bank) to Counterparty or such transfer agent of seller’s and broker’s representation letters customarily delivered by Bank in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Bank (or such affiliate of Bank).
	If the Private Placement Settlement or the Registration Settlement shall not be effected as set forth in clauses (i), (ii) or (iii), as applicable, then failure to effect such Private Placement Settlement or such Registration Settlement shall

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constitute an Event of Default with respect to which Counterparty shall be the Defaulting Party.

(k)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Bank may not exercise any Warrant hereunder, Automatic Exercise shall not apply with respect thereto, and no delivery hereunder (including pursuant to paragraphs 5(i), (l) or (m)) shall be made, to the extent (but only to the extent) that, the receipt of any Shares upon such exercise or delivery would result in the existence of an Excess Ownership Position, provided that solely for purpose of this paragraph, Excess Ownership Position would also be deemed to occur if Bank’s ultimate parent entity directly or directly owns, controls or holds (as used in the Federal Power Act and the Public Utility Holding Company Act of 2005) at any time in excess of 4.9% of the outstanding Shares. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the existence of an Excess Ownership Position. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery and Barclay’s right to exercise a Warrant shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Bank gives notice to Counterparty that, such exercise or delivery would not result in the existence of an Excess Ownership Position.

(l)

Share Deliveries. Counterparty acknowledges and agrees that, to the extent that Bank is not then an affiliate, as such term is used in Rule 144 under the Securities Act, of Counterparty and has not been such an affiliate of Counterparty for 90 days (it being understood that Bank shall not be considered such an affiliate of Counterparty solely by reason of its receipt of or right to receive Shares pursuant to the Transaction), and otherwise satisfies all holding period and other requirements of Rule 144 under the Securities Act applicable to it, any Shares or Termination Delivery Units delivered hereunder at any time after 1 year from the Premium Payment Date shall be eligible for resale under Rule 144 under the Securities Act, and Counterparty agrees to promptly remove, or cause the transfer agent for such Shares or Termination Delivery Units to remove, any legends referring to any restrictions on resale under the Securities Act from the certificates representing such Shares or Termination Delivery Units. Counterparty further agrees that with respect to any Shares or Termination Delivery Units delivered hereunder at any time after 6 months from the Premium Payment Date but prior to 1 year from the Premium Payment Date, to the extent that Counterparty then satisfies the current information requirement of Rule 144 under the Securities Act, Counterparty shall promptly remove, or cause the transfer agent for such Shares or Termination Delivery Units to remove, any legends referring to any such restrictions or requirements from the certificates representing such Shares or Termination Delivery Units upon delivery by Bank to Counterparty or such transfer agent of customary seller’s and broker’s representation letters in connection with resales of such Shares or Termination Delivery Units pursuant to Rule 144 under the Securities Act, without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Bank. Counterparty further agrees and acknowledges that Bank shall run a holding period under Rule 144 under the Securities Act with respect to the Warrants and/or any Shares or Termination Delivery Units delivered hereunder notwithstanding the existence of any other transaction or transactions between Counterparty and Bank relating to the Shares. Counterparty further agrees that Shares or Termination Delivery Units delivered hereunder prior to the date that is 6 months from the Premium Payment Date may be freely transferred by Bank to its affiliates, and Counterparty shall effect such transfer without any further action by Bank. Notwithstanding anything to the contrary herein, Counterparty agrees that any delivery of Shares or Termination Delivery Units shall be effected by book-entry transfer through the facilities of the Clearance System if, at the time of such delivery, the certificates representing such Shares or Termination Delivery Units would not contain any restrictive legend as described above. Notwithstanding anything to the contrary herein, to the extent the provisions of Rule 144 under the Securities Act or any successor rule are amended, or the applicable interpretation thereof by the Securities and Exchange Commission or any court changes after the Trade Date, including without limitation to lengthen or shorten the holding periods, the agreements of Counterparty herein shall be deemed

19

modified to the extent necessary, in the opinion of outside counsel of Counterparty, to comply with Rule 144 under the Securities Act, including Rule 144, as in effect at the time of delivery of the relevant Shares or Termination Delivery Units.

(m)	Maximum Share Delivery. Notwithstanding any other provision of this Confirmation or the Agreement, in no event will Counterparty be required to deliver more than 1.2 times the Number of Shares (the “Maximum Amount”) in the aggregate to Bank in connection with the Transaction, subject to the provisions below regarding Deficit Shares. In the event Counterparty shall not have delivered the full number of Shares otherwise due in connection with the Transaction as a result of the first sentence of this paragraph relating to the Maximum Amount (such deficit, the “Deficit Shares”), Counterparty shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by Counterparty or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant delivery date become no longer so reserved and (iii) Counterparty additionally authorizes any unissued Shares that are not reserved for other transactions. Counterparty shall immediately notify Bank of the occurrence of any of the foregoing events (including the aggregate number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver 50% of such aggregate number of Shares thereafter. Counterparty shall maintain a number of authorized but unissued Shares that are free from preemptive rights that at all times exceeds the sum of (x) the Maximum Amount, plus (y) the aggregate number of Shares expressly reserved for any other use (including, without limitation, Shares reserved for issuance upon the exercise of options or convertible debt), whether expressed as caps or as numbers of Shares reserved or otherwise.
(n)	No Material Non-Public Information. Counterparty represents and warrants to Bank as of the Trade Date that it is not aware of any material non-public information concerning itself or the Shares.
(o)	Tax Disclosure. Notwithstanding anything to the contrary herein, in the Equity Definitions or in the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure.
(p)	Status of Claims in Bankruptcy. Bank acknowledges and agrees that this Confirmation is not intended to convey to Bank rights with respect to the Transaction that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Counterparty; provided that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to the Transaction; provided, further, that nothing herein shall limit or shall be deemed to limit Bank’s rights in respect of any transactions other than the Transaction.
(q)	Payments by Bank upon Early Termination. Bank and Counterparty hereby agree that, notwithstanding anything to the contrary herein, in the Equity Definitions or in the Agreement, following the payment of the Premium and the Additional Premium, if any, in the event that an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or the Transaction is terminated or cancelled pursuant to Article 12 of the Equity Definitions and, as a result, Bank owes to Counterparty the amount calculated under Section 6(e) of the Agreement or Article 12 of the Equity Definitions, such amount shall be deemed to be zero.

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(r)	Securities Contract; Swap Agreement. The parties hereto agree and acknowledge that Bank is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge (A) that this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment” or a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” a “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (B) that Bank is entitled to the protections afforded by, among other sections, Section 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.
(s)	Payments on Early Termination. The parties hereto agree that for the Transaction, for the purposes of Section 6(e) of the Agreement, Loss and Second Method will apply.
(t)	Governing Law. The law of the State of New York (without reference to choice of law doctrine). The parties hereto irrevocably submit to the nonexclusive jurisdiction of the courts of the State of New York and the United States Court for the Southern District of New York in connection with all matters relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts.
(u)	Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THE TRANSACTION. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN.

6. Account Details:

(a)	Account for payments to Counterparty:
	Wire instructions:
	[                    ]
	ACH instructions:
	[                    ]
(b)	Account for payments to Bank:
	[                    ]
	Account for delivery of Shares to Bank:

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[                    ]

7. Offices:

The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party.

The Office of Bank for the Transaction is: Inapplicable, Bank is not a Multibranch Party.

8. Notices:

For purposes of this Confirmation:

(a)	Address for notices or communications to Counterparty:
	Covanta Holding Corporation 40 Lane Road Fairfield, New Jersey 07004 Attention: Treasurer Telephone No.: (+1) 973-882-4193 Facsimile No.: (+1) 973-882-7357
(b)	Address for notices or communications to Bank:
	[                    ]
	with a copy to:
	[                    ]
	and
	[                    ]

This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

THE SECURITIES REPRESENTED BY THE CONFIRMATION HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER UNITED STATES FEDERAL OR STATE SECURITIES LAWS; SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF APPROPRIATE REGISTRATION UNDER SUCH SECURITIES LAWS OR EXCEPT IN A TRANSACTION EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF SUCH SECURITIES LAWS.

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Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to Bank a facsimile of the fully-executed Confirmation to Bank at [ ]. Originals shall be provided for your execution upon your request.

Very truly yours,
[AGENT],
acting solely as Agent for Bank in connection with the Transaction
By:
	Name:
	Title:
Accepted and confirmed as of the Trade Date:
COVANTA HOLDING CORPORATION
By:
	Name:
	Title:

[Warrant Transaction Signature Page]

SCHEDULE A

For purposes of the Transaction, the following terms shall have the following values/meanings:

1.	Strike Price:	USD[   ].
2.	Premium:	USD[   ].
3.	Final Disruption Date:	[   ].

SCHEDULE B

     For each Component of the Transaction, the Number of Warrants and Expiration Date is set forth below.

Component Number Number of Warrants Expiration Date