Letter Agreement Terminating Consulting and Advisory Services Agreement between Danielson Holding Corporation and Equity Group Investments, L.L.C.

Summary

Danielson Holding Corporation and Equity Group Investments, L.L.C. have agreed to terminate their previous consulting and advisory services agreement, effective immediately, except for the indemnification rights under the original agreement, which will remain in effect. This termination is related to Danielson's negotiations to acquire certain businesses from Covanta Energy Corporation. Both parties have acknowledged and agreed to these terms as of December 1, 2003.

EX-10.2 7 y92294exv10w2.txt LETTER AGREEMENT Exhibit 10.2 DANIELSON HOLDING CORPORATION 2 North Riverside Plaza Suite 600 Chicago, IL 60606 December 1, 2003 Equity Group Investments, L.L.C. 2 North Riverside Plaza, Suite 600 Chicago, IL 60606 Ladies and Gentlemen: Pursuant to the action and request of the Special Committee of Disinterested Directors of the Board of Directors of Danielson 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. Danielson Holding Corporation /s/ Philip G. Tinkler ------------------------------- By: Philip G. Tinkler Chief Financial Officer ACKNOWLEDGED AND AGREED as of this 1st day of December, 2003 Equity Group Investments, L.L.C. By: /s/ Donald Liebentritt ---------------------- Its: President ---------------------