0000950137-05-001080 Sample Contracts

STOCK PURCHASE AGREEMENT dated as of January 31, 2005 by and among AMERICAN REF-FUEL HOLDINGS CORP., THE SELLERS PARTY HERETO and DANIELSON HOLDING CORPORATION
Stock Purchase Agreement • February 2nd, 2005 • Danielson Holding Corp • Cogeneration services & small power producers

THIS STOCK PURCHASE AGREEMENT, dated as of January 31, 2005 (this “Agreement”), is by and among American Ref-Fuel Holdings Corp., a Delaware corporation (the “Company”), the stockholders of the Company who are signatories hereto (the “Sellers”) and Danielson Holding Corporation, a Delaware corporation (“Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 2nd, 2005 • Danielson Holding Corp • Cogeneration services & small power producers • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2005, is entered into by and among Danielson Holding Corporation, a Delaware corporation (including its successors, the “Company”), and the other parties listed on the signature pages hereof (each, a “Seller” and, collectively, the “Sellers”).

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