EXHIBIT 10.8
AMENDMENT NO. 1 TO TAX SHARING AGREEMENT
THIS AMENDMENT NO. 1 TO TAX SHARING AGREEMENT (this "AMENDMENT") is
dated as of June 24, 2005 by and between Xxxxxxxxx Holding Corporation, a
Delaware corporation (hereinafter. referred to as "PARENT"), Covanta Energy
Corp. ("COVANTA"), a Delaware corporation and Covanta Power International
Holdings, Inc., a Delaware Corporation ("COVANTA INTERNATIONAL").
WITNESSETH
WHEREAS, the parties hereto entered into the Tax Sharing Agreement,
dated as of March 10, 2004 (the "Tax Sharing Agreement") and, in connection with
the acquisition by Covanta of American Ref-Fuel Holdings Corp. ("Ref"), the
parties desire to amend the Tax Sharing Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Definitions.
All capitalized terms used herein shall, unless otherwise defined
herein, have the respective meanings set forth in the Tax Sharing Agreement.
2. Amendment.
The Tax Sharing Agreement is hereby amended as follows:
(a) For all tax periods ending after the date of this Amendment, the
Covanta Subgroup shall include Ref and all present and future subsidiary
entities of Ref which are or become part of the Affilated Group and each of Ref
and such susidiary entities shall be a Subgroup Member. All such entities shall
be deemed to be included on Exhibit A to the Tax Sharing agreement.
(b) All references in the Tax Sharing Agreement to $556,399,000
shall be deleted and replaced with $643,048,486 and all references in the Tax
Sharing Agreement to $571,846,000 shall be deleted and replaced with
$680,177,000. Appendix C to the Tax Sharing Agreement shall be deleted and
replaced with the revised Appendix C attached hereto.
3. Continuity. Except as amended by this Amendment, the Tax Sharing
Agreement remains in full force and effect.
4. Entire Agreement. This Amendment and the Tax Sharing Agreement contain
the entire understanding of the parties hereto with respect to the subject
matter contained herein and therein.
5. Successors. This Amendment shall be binding upon and inure to the
benefit of any successor, whether by statutory merger, acquisition of assets, or
otherwise,
to any of the parties hereto, to the same extent as if the successor had been an
original party to the agreement.
6. Choice of Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
7. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized representatives on the first date mentioned
herein.
XXXXXXXXX HOLDING CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
COVANTA ENERGY CORP.
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
COVANTA POWER INTERNATIONAL HOLDINGS, INC.
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
Appendix C
Schedule of Expiring Net Operating Losses
Year of Expiration Amount Expiring (rounded)
------------------ -------------------------
2004 $ 69,947,000
2005 106,225,000
2006 92,355,000
2007 89,790,000
2008 31,688,000
2009 39,665,000
2010 23,600,000
2011 19,755,000
2012 38,255,000
2019 33,635,000
2022 26,931,000
2023 108,331,000
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Total $ 680,177,000
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