225,000,000 MSW Energy Holdings II LLC MSW Energy Finance Co. II, Inc. 73/8% Senior Secured Notes due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2004 • Uae Ref Fuel Ii Corp • New York
MSW Energy Holdings II LLC, a Delaware limited liability company ("MSW Energy II"), and MSW Energy Finance Co. II, Inc., a Delaware corporation ("MSW Finance II" and, together with MSW Energy II, the "Issuers") propose to issue and sell to Credit Suisse First Boston LLC, Goldman, Sachs & Co. and Lehman Brothers Inc. (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement, dated as of November 7, 2003 (the "Purchase Agreement"), $225,000,000 aggregate principal amount of its 73/8% Senior Secured Notes due 2010 (the "Initial Securities") to be guaranteed by UAE Ref-Fuel II Corp. (the "Guarantor"), upon its acquisition by MSW Merger LLC (collectively with the Issuers, the "Company"). The Initial Securities will be issued pursuant to an Indenture, dated as of November 24, 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 Purchasers to e
225,000,000 MSW Energy Holdings II LLC MSW Energy Finance Co. II, Inc. 73/8% Senior Secured Notes due 2010 PURCHASE AGREEMENTUae Ref Fuel Ii Corp • February 10th, 2004 • New York
CREDIT SUISSE FIRST BOSTON LLC, As Representative of the Several Initial Purchasers, Eleven Madison Avenue, New York, New York 10010-3629
SUBSTITUTION, ASSUMPTION, AMENDMENT AND RELEASE AGREEMENTRelease Agreement • February 10th, 2004 • Uae Ref Fuel Ii Corp • 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 • February 10th, 2004 • Uae Ref Fuel Ii Corp • New York
THIRD AMENDMENT TO LLC AGREEMENTLLC Agreement • February 10th, 2004 • Uae Ref Fuel Ii Corp • 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").
PLEDGE AND SECURITY AGREEMENT dated as of November 24, 2003 among MSW Energy Holdings II LLC, as Grantor, and MSW Energy Finance Co. II, Inc., as Grantor, and Wells Fargo Bank Minnesota, National Association, as Collateral AgentPledge and Security Agreement • February 10th, 2004 • Uae Ref Fuel Ii Corp • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of November 24, 2003 (this "Agreement"), among MSW Energy Holdings II LLC, a Delaware limited liability company ("MSW Energy II"), MSW Energy Finance Co. II, Inc. ("MSW Energy Finance II") (MSW Energy II and MSW Energy Finance II, 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").
MSW ENERGY HOLDINGS II LLC (f/k/a MSW Finance LLC) AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 10th, 2004 • Uae Ref Fuel Ii Corp • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of MSW Energy Holdings II LLC (formerly known as MSW Finance LLC) (the "Company") dated as of November 5, 2003, is made by MSW Intermediate Merger LLC, a Delaware limited liability company, as the sole member of the Company (the "Member").
QuickLinks -- Click here to rapidly navigate through this documentSupplemental Indenture • February 10th, 2004 • Uae Ref Fuel Ii Corp • New York
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of December 12, 2003 among UAE Ref-Fuel II Corp (the "Guaranteeing Subsidiary"), a subsidiary of MSW Energy Holdings II LLC (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank Minnesota, National Association, as trustee under the indenture referred to below (the "Trustee").
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REF-FUEL HOLDINGS LLC (f/k/a DUKE/UAE REF-FUEL LLC) dated as of April 30, 2004 between MSW ENERGY HOLDINGS II LLC, UAE REF-FUEL II CORP., MSW ENERGY HUDSON LLC and DUKE ENERGY ERIE LLCLimited Liability Company Agreement • May 18th, 2004 • Uae Ref Fuel Ii Corp • Electric services • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (THIS "AGREEMENT") OF REF-FUEL HOLDINGS LLC (f/k/a DUKE/UAE REF-FUEL LLC), a Delaware limited liability company (the "Company"), is made and entered into as of April 30, 2004, by and among MSW Energy Holdings II LLC, a Delaware limited liability company ("MSW Holdings II"), UAE Ref-Fuel II Corp., a Delaware corporation ("UAE RF II"), MSW Energy Hudson LLC (f/k/a Duke Energy Hudson LLC), a Delaware limited liability company ("MSW Hudson"), and Duke Energy Erie LLC, a Delaware limited liability company ("Duke Erie").
PLEDGE SUPPLEMENTUae Ref Fuel Ii Corp • February 10th, 2004
This PLEDGE SUPPLEMENT, dated as of December 12, 2003, is delivered by UAE Ref-Fuel II Corp, a Delaware corporation, (the "New Grantor") pursuant to the Pledge and Security Agreement, dated as of November 24, 2003 (as it may be from time to time amended, restated, modified or supplemented, the "Security Agreement"), among MSW Energy Holdings II LLC, a Delaware limited liability company, MSW Energy Finance Co. II, Inc., a Delaware corporation, the other Grantors named therein, and Wells Fargo Bank Minnesota, N.A., as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.
DEPOSIT AGREEMENT among MSW Energy Holdings II LLC and MSW Energy Finance Co. II, Inc. and Wells Fargo Bank Minnesota, National Association (Collateral Agent and Depositary Agent) Dated as of November 24, 2003Uae Ref Fuel Ii Corp • February 10th, 2004 • New York
This Deposit Agreement, dated as of November 24, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, this "Agreement"), is entered into among MSW Energy Holdings II LLC, a Delaware limited liability company ("MSW Energy II"), MSW Energy Finance Co. II, Inc., a Delaware corporation ("MSW Energy Finance II" and together with MSW Energy II, the "Issuers"), Wells Fargo Bank Minnesota, National Association, as collateral agent for the benefit of the Secured Parties (as defined below) under the Pledge and Security Agreement (as defined below) (the "Collateral Agent"), and Wells Fargo Bank Minnesota, National Association, as depositary agent hereunder (the "Depositary Agent").
