<PAGE>
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
Danielson 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
