UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 15, 2004
DANIELSON HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-6732 95-6021257
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(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
40 LANE ROAD
FAIRFIELD, NEW JERSEY 07004
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(973) 882-9000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 15, 2004, Covanta Energy Corporation ("Covanta"), a
subsidiary of Danielson Holding Corporation (the "Company"), together with
certain of Covanta's subsidiaries (the "Borrower Subsidiaries"), entered into a
First Amendment to Credit Agreement (the "First Lien Amendment") with certain
lenders, Bank of America, N.A., as Administrative Agent ("Bank of America"), and
Deutsche Bank Securities Inc., as Documentation Agent ("Deutsche Bank"). The
Amendment modified the terms of the Credit Agreement, dated as of March 10,
2004, by and among Covanta, the Borrower Subsidiaries, certain lenders, Bank of
America and Deutsche Bank (the "First Lien Credit Agreement").
Also on December 15, 2004, Covanta, together with the Borrower
Subsidiaries, entered into a First Amendment to Credit Agreement (the "Second
Lien Amendment") with certain lenders and Bank One, N.A., as Administrative
Agent ("Bank One"). The Amendment modified the terms of the Credit Agreement,
dated as of March 10, 2004, by and among Covanta, the Borrower Subsidiaries,
certain lenders and Bank One (the "Second Lien Credit Agreement"). The First
Lien Amendment and the Second Lien Amendment are collectively referred to as the
"Amendments," and the First Lien Credit Agreement and the Second Lien Credit
Agreement are collectively referred to as the "Credit Agreements."
The Amendments each modified the minimum consolidated net worth
covenant of Covanta and its subsidiaries set forth in the respective Credit
Agreements. In addition, both Amendments revised the respective Credit
Agreements to permit Covanta and its subsidiaries to terminate, sell and/or
assign obligations relating to certain landfill gas and wastewater projects, and
to restructure the organization of certain biomass facilities.
In connection with both Amendments, the Company executed an
acknowledgement and consent, in which the Company agreed that the obligations of
the Company under the Credit Agreements will not be impaired as a result of the
Amendments.
A copy of the First Lien Amendment is attached hereto as Exhibit 10.1,
and a copy of the Second Lien Amendment is attached hereto as Exhibit 10.2. Both
are incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired -- Not Applicable
(b) Pro Forma Financial Information -- Not Applicable
(c) Exhibits
Exhibit No. Exhibit
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10.1 First Amendment to Credit Agreement, dated December
15, 2004, by and among Covanta Energy Corporation,
certain
of its subsidiaries, certain lenders, Bank of
America, N.A., as Administrative Agent, and Deutsche
Bank Securities Inc., as Documentation Agent
10.2 First Amendment to Credit Agreement, dated December
15, 2004, by and among Covanta Energy Corporation,
certain of its subsidiaries, certain lenders and Bank
One, N.A., as Administrative Agent
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 16, 2004
DANIELSON HOLDING CORPORATION
(Registrant)
By: /s/ Timothy J. Simpson
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Name: Timothy J. Simpson,
Title: Senior Vice President, General Counsel and Secretary
DANIELSON HOLDING CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit
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10.1 First Amendment to Credit Agreement, dated December
15, 2004, by and among Covanta Energy Corporation,
certain of its subsidiaries, certain lenders, Bank of
America, N.A., as Administrative Agent, and Deutsche
Bank Securities Inc., as Documentation Agent
10.2 First Amendment to Credit Agreement, dated December
15, 2004, by and among Covanta Energy Corporation,
certain of its subsidiaries, certain lenders and Bank
One, N.A., as Administrative Agent