Covanta Holding Corp (CVA)

[Ubertino]

COVANTA - GLOBAL ENERGY (GEYI) BUSINESS AND ROYALTY AGREEMENT

Covering a possible 1300 plants

ARTICLE 4 – DEMONSTRATION PLANT

Section 4.1 Ownership and Financing of the Demonstration Plant. The Demonstration Plant shall be owned by Covanta or an Affiliate of Covanta. Covanta shall be responsible for financing 100 percent of the costs of the Demonstration Plant.

Section 4.2 Visiting the Demonstration Plant. The officers and employees of Global shall be entitled to visit the Demonstration Plant at any time subject to providing Covanta with twenty-four (24) hours prior notice and observing the standard security procedures of Covanta while on the DP Site. The officers and employees of Global shall have the right to bring all interested parties (other than Competitors of Covanta) to observe the DP System in operation at the Demonstration Plant subject to (i) providing Covanta with a minimum of forty-eight (48) hours prior notice of the date and time of the proposed visit, the names of each person that will be visiting and the company or party that such person represents, (ii) Covanta confirming that it expects the DP System to be operational at the time of the visit and (iii) observing the standard security procedures of Covanta while on the DP Site. Notwithstanding the foregoing, if Covanta does not expect the DP System to be operational on the date of the proposed visit, the Parties shall cooperate to allow for such visit to take place as soon thereafter as practicable. Under no circumstances will Covanta be obligated to run any particular feedstock in the DP System during any such visit unless Covanta agrees to do so in its sole discretion. In addition to the foregoing requirements, all of the Global visitors shall comply with the following: (a) remain on the DP Site only if accompanied by a guide that is provided by Covanta; (b) avoid any interference with the operation or maintenance of the Demonstration Plant; (c) not be on the DP Site for more than six (6) hours; and (d) not take any photographs, video or other digital impressions of the Demonstration Plant or the DP Site without the express written permission of Covanta.

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Section 4.3 Access to Information. Covanta agrees to provide Global with access to information developed in connection with the installation, start-up and operation of the Demonstration Plant. Such information may include the results of tests, operating logs, internal reports, operations and maintenance expenses and such other information that is applicable to the installation and use of the Technology that is relevant to Global in its efforts to commercialize the Technology and develop projects for its own account or for sale to customers. For the avoidance of doubt, nothing which is contained in this Section 4.3 shall obligate Covanta to disclose confidential information to Global in respect of any project that is owned or operated by Covanta on or adjacent to the DP Site.

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Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Material Agreement

On September 19, 2011, Global Energy Inc. (GEYI) entered into an Amended and Restated Business and Royalty Agreement (the “Business and Royalty Agreement”) with Covanta Energy Corporation (CVA) regarding the AlphaKat Technology.

The restructuring of the Business and Royalty Agreement converts GEYI’s right to invest capital in, and receive royalties on the sale of diesel from, CVA projects into a combination of (i) the payment of a supplemental commission (this is in addition to the commissions being paid under Covanta’s License Agreement), (ii) a continued (albeit reduced) royalty on the sale of diesel and (iii) a royalty on the sale of U.S. Government Renewable Identification Credits. In addition, GEYI has been given the right to convert its right to receive royalties in all CVA projects developed following the exercise of the conversion option into a net cash flow position in all future projects.

The restructured agreement enables GEYI to use all of its capital to invest in the projects which it develops outside the U.S. for its own account. The agreement also includes an agreement by CVA to use commercial reasonable efforts to provide equipment lease financing for GEYI’s initial projects outside the U.S., subject to standard underwriting terms, appropriate approvals and other conditions.

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