0000950137-04-006976 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 20th, 2004 • Danielson Holding Corp • Fire, marine & casualty insurance • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of August 13, 2004 and entered into by and among COVANTA POWER INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Company”), and THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are “Borrowers” and each a “Borrower”), COVANTA ENERGY AMERICAS, INC., a Delaware corporation (“CEA”), as a Loan Party, THE LENDERS PARTY HERETO, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent for the Lenders (“Administrative Agent”), and is made with reference to that certain Credit Agreement dated as of March 10, 2004 by and among Borrowers, the financial institutions parties thereto as Lenders and Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement (as amended by this Amendment).

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COVANTA POWER INTERNATIONAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 20th, 2004 • Danielson Holding Corp • Fire, marine & casualty insurance • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of April 20, 2004 and entered into by and among COVANTA POWER INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Company”), and THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are “Borrowers” and each a “Borrower”), WELLS FARGO BANK, N.A., as Debenture Disbursing Agent (the “Debenture Disbursing Agent”), BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (“Administrative Agent”), and DEUTSCHE BANK SECURITIES, INC., as Documentation Agent for the Lenders (“Documentation Agent”), and is made with reference to that certain Credit Agreement dated as of March 10, 2004 (the “Credit Agreement”), by and among Company, the financial institutions identified on the signature pages thereof as Lenders (the “Lenders”), Documentation Agent and Administrative Agent. Capitalized terms used herein without definition shall have the s

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 20th, 2004 • Danielson Holding Corp • Fire, marine & casualty insurance • New York

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of August 13, 2004 and entered into by and among COVANTA POWER INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Company”), and THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are “Borrowers” and each a “Borrower”), COVANTA ENERGY AMERICAS, INC., a Delaware corporation (“CEA”), as a Loan Party, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (“Administrative Agent”), and DEUTSCHE BANK SECURITIES, INC., as Documentation Agent for the Lenders (“Documentation Agent”), and is made with reference to that certain Credit Agreement dated as of March 10, 2004 by and among Borrowers, the financial institutions parties thereto as Lenders, Documentation Agent and Administrative Agent (as amended by that certain First Amendment to Credit Agreement dated as of April 20, 2004 (“First Amendment”) by

EMPLOYMENT AGREEMENT
Employment Agreement • August 20th, 2004 • Danielson Holding Corp • Fire, marine & casualty insurance • Illinois

THIS EMPLOYMENT AGREEMENT (“Agreement”), is made and entered into as of this 27th day of April, 2004 by and between Danielson Holding Corporation, a Delaware corporation (“Corporation”) and Jeffrey R. Horowitz, an individual residing at 11 Laurel Lane, Bernardsville, New Jersey (the “Executive”).

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