Exhibit 10.2
▇▇▇▇▇▇▇▇▇ HOLDING CORPORATION
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
December 1, 2003
Equity Group Investments, L.L.C.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to the action and request of the Special Committee of Disinterested
Directors of the Board of Directors of ▇▇▇▇▇▇▇▇▇ Holding Corporation (the
"Company"), in connection with the Company's negotiation of an agreement to
acquire certain businesses of Covanta Energy Corporation, this letter confirms
your agreement to terminate, effective immediately, that certain letter
agreement dated April 19, 1999 between you and the Company relating to the
provision of consulting and advisory services to the Company, other than your
rights to indemnification under paragraph 4 of that letter agreement, which
rights shall continue.
▇▇▇▇▇▇▇▇▇ Holding Corporation
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
ACKNOWLEDGED AND AGREED
as of this 1st day of December, 2003
Equity Group Investments, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Its: President
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