MSW Energy Holdings LLC MSW Energy Finance Co., Inc. 81/2% Senior Secured Notes due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • New York
MSW Energy Holdings LLC, a Delaware limited liability company ("MSW Energy"), and MSW Energy Finance Co., Inc., a Delaware corporation ("MSW Finance" and, together with MSW Energy, the "Issuers") propose to issue and sell to Credit Suisse First Boston LLC (the "Initial Purchaser"), upon the terms set forth in a purchase agreement, dated as of June 11, 2003 (the "Purchase Agreement"), $200,000,000 aggregate principal amount of its 81/2% Senior Secured Notes due 2010 (the "Initial Securities") to be guaranteed by Duke Energy Hudson LLC (the "Guarantor"), upon its acquisition by MSW (collectively with the Issuers, the "Company"). The Initial Securities will be issued pursuant to an Indenture, dated as of June 25, 2003 (the "Indenture"), among the Issuers, the Guarantor and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefi
200,000,000 MSW Energy Holdings LLC MSW Energy Finance Co., Inc. 81/2% Senior Secured Notes due 2010 PURCHASE AGREEMENTPurchase Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • Delaware
SUPPLEMENTAL INDENTURESupplemental Indenture • September 23rd, 2003 • MSW Energy Hudson LLC
Supplemental Indenture (this "Supplemental Indenture"), dated as of July 11, 2003, by and among MSW Energy Hudson LLC, a Delaware limited liability company (the "Guaranteeing Subsidiary"), a subsidiary of MSW Energy Holdings LLC (or its permitted successor), a Delaware limited liability company ("MSW"), MSW Energy Finance Co., Inc., a Delaware corporation (together with MSW, the "Company"), and Wells Fargo Bank Minnesota, National Association, as trustee under the indenture referred to below (the "Trustee").
SUBSTITUTION, ASSUMPTION, AMENDMENT AND RELEASE AGREEMENTSubstitution, Assumption, Amendment and Release Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • New York
THIS SUBSTITUTION, ASSUMPTION, AMENDMENT AND RELEASE AGREEMENT (this "Agreement"), dated as of June 30, 2003, is entered into by and between DUKE CAPITAL CORPORATION, a Delaware corporation ("Duke Capital"), UNITED AMERICAN ENERGY CORP., a Delaware corporation ("UAE"), DUKE/UAE REF-FUEL LLC, a Delaware corporation ("Duke/UAE"), AMERICAN REF-FUEL COMPANY LLC, a Delaware limited liability company formerly known as Duke/UAE Holdings LLC ("ARC"), and MSW ENERGY HOLDINGS LLC ("MSW").
EQUITY CONTRIBUTION AGREEMENT dated as of April 30, 2001 between DUKE CAPITAL CORPORATION, UNITED AMERICAN ENERGY CORP., DUKE/UAE REF-FUEL LLC and DUKE/UAE HOLDINGS LLCEquity Contribution Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • New York
THIRD AMENDMENT TO LLC AGREEMENTLLC Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • Delaware
THIS THIRD AMENDMENT TO LLC AGREEMENT (this "Amendment") is made and entered into as of June 30, 2003 by and between DUKE ENERGY HUDSON, LLC, a Delaware limited liability company ("Duke Hudson"), DUKE ENERGY ERIE, LLC, a Delaware limited liability company ("Duke Erie"), UAE REF-FUEL LLC, a Delaware limited liability company ("UAE RF") and UAE REF-FUEL II CORP., a Delaware Corporation and a wholly owned subsidiary of UAE RF ("UAE RF II").
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MSW ENERGY HUDSON LLCLimited Liability Company Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MSW ENERGY HUDSON LLC, a Delaware limited liability company (f/k/a Duke Energy Hudson, LLC) (the "Company"), is made, and effective, as of the 30th day of June, 2003 by MSW Energy Holdings LLC, a Delaware limited liability company and the sole member (the "Member").
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MSW ENERGY HOLDINGS LLC dated as of June 24, 2003 between HIGHSTAR RENEWABLE FUELS LLC and MSW ACQUISITION LLCLimited Liability Company Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the "LLC Agreement") OF MSW ENERGY HOLDINGS LLC, a Delaware limited liability company (the "Company"), is made and entered into as of June 24, 2003, by and between HIGHSTAR RENEWABLE FUELS LLC, a Delaware limited liability company ("Highstar"), and MSW ACQUISITION LLC, a Delaware limited liability company (formerly known as MSW Acquisition Corp.) ("DLJMB").
EQUITY PURCHASE AGREEMENT by and between DUKE ENERGY GLOBAL MARKETS, INC. and MSW ENERGY HOLDINGS LLC Dated as of March 19, 2003Equity Purchase Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • New York
THIS EQUITY PURCHASE AGREEMENT (this "Agreement"), dated as of March 19, 2003, is entered into by and between DUKE ENERGY GLOBAL MARKETS, INC., a Nevada corporation (formerly known as Duke Energy Global Asset Development, Inc.) ("Seller"), and MSW ENERGY HOLDINGS LLC, a Delaware limited liability company ("Purchaser").
PLEDGE SUPPLEMENTPledge Supplement • September 23rd, 2003 • MSW Energy Hudson LLC
This PLEDGE SUPPLEMENT, dated June 30, 2003, is delivered by MSW Energy Hudson LLC, a Delaware limited liability company (the "New Grantor"), pursuant to the Pledge and Security Agreement, dated as of June 25, 2003 (as it may be from time to time amended, restated, modified or supplemented, the "Security Agreement"), among MSW Energy Holdings LLC, a Delaware limited liability company ("MSW Holdings"), MSW Energy Finance Co., Inc. ("MSW Finance" and, together with MSW Holdings, the "Company"), and Wells Fargo Bank Minnesota, National Association, as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.
PLEDGE AND SECURITY AGREEMENT dated as of June 25, 2003 among MSW Energy Holdings LLC as Grantor, and MSW Energy Finance Co., Inc. as Grantor, and Wells Fargo Bank Minnesota, National Association, as Collateral AgentPledge and Security Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 25, 2003 (this "Agreement"), among MSW Energy Holdings LLC, a Delaware limited liability company ("MSW Holdings"), MSW Energy Finance Co., Inc. ("MSW Finance") (MSW Holdings and MSW Finance, together with any other Person that executes a Pledge Supplement substantially in the form of Exhibit A hereto, each, a "Grantor" and collectively, the "Grantors"), and Wells Fargo Bank Minnesota, National Association, acting in the capacity of agent for the benefit of the Secured Parties (as defined below) (the "Collateral Agent").
CONSULTING AGREEMENTConsulting Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • New York
This CONSULTING AGREEMENT (this "Agreement") is dated as of July 30, 2003, by and between MSW Energy Holdings LLC, a Delaware limited liability company (the "Company"), and William Whitman, an individual residing at 138 Avondale Road, Ridgewood, New Jersey 07450 (the "Consultant").
SECOND AMENDMENT TO DEPOSIT AGREEMENTDeposit Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • New York
This Second Amendment to Deposit Agreement, dated as of August 12, 2003 (this "Second Amendment"), is by and among MSW Energy Holdings LLC ("MSW Holdings"), a Delaware limited liability company, MSW Energy Finance Co., Inc. ("MSW Finance"), a Delaware corporation, Wells Fargo Bank Minnesota, National Association, as Collateral Agent (the "Collateral Agent"), and Wells Fargo Bank Minnesota, National Association, as Depositary Agent (the "Depositary Agent"). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Deposit Agreement referred to below.
ESCROW AGREEMENTEscrow Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • New York
THIS ESCROW AGREEMENT, dated as of June 30, 2003 ("Escrow Agreement"), is by and between MSW ENERGY HOLDINGS LLC, a Delaware limited liability company ("Depositor"); DUKE CAPITAL CORPORATION, a Delaware corporation ("Recipient"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent hereunder ("Escrow Agent").
AGREEMENT by and between MSW ENERGY HOLDINGS LLC and DUKE CAPITAL CORPORATION Dated as of June 30, 2003Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • New York
AMENDED AND RESTATED CAPITAL CONTRIBUTION AGREEMENT between HIGHSTAR RENEWABLE FUELS LLC and MSW ACQUISITION LLC Dated as of June 24, 2003 Acquisition from Duke Energy Global Markets, Inc. of a 50% outstanding membership interest in Duke/UAE Ref-Fuel LLCCapital Contribution Agreement • September 23rd, 2003 • MSW Energy Hudson LLC • New York
THIS AMENDED AND RESTATED CAPITAL CONTRIBUTION AGREEMENT (this "Contribution Agreement"), dated as of June 24, 2003, is entered into by and between HIGHSTAR RENEWABLE FUELS LLC, a Delaware limited liability company ("Highstar"), and MSW ACQUISITION LLC, a Delaware limited liability company (formerly known as MSW Acquisition Corp.) ("MSW", and together with Highstar, the "Sponsors"). The rules of usage set forth in Schedule A hereto shall apply to this Contribution Agreement. Capitalized terms used but not defined herein shall have the respective meanings as set forth on Schedule A hereto.
