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Consulting Agreement
Consulting Agreement (23K)
Doc #2128402: Click preview link for longer preview.
CONSULTING AGREEMENT
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").
WHEREAS, the Company has requested that the Consultant provide certain consulting services sought by the Company and certain of its subsidiaries; and
. . .
2128402
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| 2005 |
Employment Agreement
Employment Agreement (40K)
Doc #2128364: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT, dated as of August 11, 2004, is by and between American
Ref-Fuel Company LLC, a Delaware limited liability company (the "Company"), and
John T. Miller (the "Employee").
WITNESSETH THAT
WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continued employment of key management personnel;
and
WHEREAS, the Company wishes to provide for the . . .
2128364
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| 2003 |
Equity Purchase Agreement
Equity Purchase Agreement (242K)
Doc #2128406: Click preview link for longer preview.
EQUITY PURCHASE AGREEMENT
by and between
DUKE ENERGY GLOBAL MARKETS, INC.
and
MSW ENERGY HOLDINGS LLC
Dated as of March 19, 2003
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
ARTICLE II
PURCHASE AND SALE OF THE SELLER INTERESTS
2.1
Purchase and Sale
1
2.2
Purchase Price
2
2.3
Purchase Price Adjustment
2
2.4
Payments
2
2.5
Preparation of the Adjustment Time Balance Sheet
2
2.6
Purchase Price Allocation
4
2.7
Time and Place of Initial . . .
2128406
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Citibank
As referenced in this Equity Purchase Agreement:
Citibank, N.A. – Fuel Company of Hempstead, American Ref-Fuel Company of Essex County, American Ref-Fuel Company of Niagara L.P., American Ref-Fuel Company of Southeastern Connecticut, the banks named therein, Citibank, N.A. , as administrative agent and collateral agent and Fleet National Bank, as LC Bank.
"Claimant" shall have the meaning set forth in Section 9.4(h).
"Closing Date Debt" shall
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dt 1481228
;
McGraw-Hill Companies
As referenced in this Equity Purchase Agreement:
McGraw-Hill Companies, Inc – i) at least $10,000,000,000 of total assets and (ii) either (A) a credit rating of at least A- by Standard & Poor's (a division of the McGraw-Hill Companies, Inc .) or A3 by Moody's Investors Services.
"Qualifying Facility" shall have the meaning set forth in Section 3.25.
"Recovery Threshold" shall have the meaning set forth in Section
_____________
dt 1520070
;
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 Citibank
As referenced in this Equity Purchase Agreement:
Citibank, N.A. – Fuel Company of Hempstead, American Ref-Fuel Company of Essex County, American Ref-Fuel Company of Niagara L.P., American Ref-Fuel Company of Southeastern Connecticut, the banks named therein, Citibank, N.A. , as administrative agent and collateral agent and Fleet National Bank, as LC Bank.
"Claimant" shall have the meaning set forth in Section 9.4(h).
"Closing Date Debt" shall
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dt 1481228
;
Fleet National
As referenced in this Equity Purchase Agreement:
Fleet National Bank, – County, American Ref-Fuel Company of Niagara L.P., American Ref-Fuel Company of Southeastern Connecticut, the banks named therein, Citibank, N.A., as administrative agent and collateral agent and Fleet National Bank, as LC Bank.
"Claimant" shall have the meaning set forth in Section 9.4(h).
"Closing Date Debt" shall mean, on a pro forma basis after giving effect to
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dt 1437601
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| 2003 |
Escrow Agreement
Escrow Agreement (57K)
Doc #2128401: Click preview link for longer preview.
ESCROW AGREEMENT
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").
BACKGROUND STATEMENT
A. Depositor and Recipient have entered into an Agreement (as amended, the . . .
2128401
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Allied Waste
As referenced in this Escrow Agreement:
Allied Waste Industries, Inc. – unconditionally released from the Company Support Agreement and any and all liability with respect thereto in compliance with the letter agreement, dated as of November 3, 2000, between Recipient and Allied Waste Industries, Inc. and (ii) all fees and other amounts then due and owing to Recipient under the Underlying Agreement and under the DCC Reimbursement Agreement have been paid in full.
"Highstar
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dt 1611398
;
Allied Waste
As referenced in this Escrow Agreement:
Allied Waste Industries, Inc. – unconditionally released from the Company Support Agreement and any and all liability with respect thereto in compliance with the letter agreement, dated as of November 3, 2000, between Recipient and Allied Waste Industries, Inc. and (ii) all fees and other amounts then due and owing to Recipient under the Underlying Agreement and under the DCC Reimbursement Agreement have been paid in full.
"Highstar
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dt 1611409
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Wachovia Bank
As referenced in this Escrow Agreement:
WACHOVIA BANK, NA – 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, NA TIONAL ASSOCIATION, a national banking association, as Escrow Agent hereunder ("Escrow Agent").
BACKGROUND STATEMENT
A. Depositor and Recipient have entered into an Agreement (as amended, the "Underlying Agreement"), dated as
_____________
Wachovia Bank, Na – Account, Depositor will transfer a sum equal to the Required Amount payable on June 30, 2004 to Escrow Agent, by wire transfer of immediately available funds, to the following account:
Wachovia Bank, Na tional Association
Charlotte, North Carolina
ABA # 053000219
ACCT# 5000000016439
ATTN:
Corporate Trust Bond
Administration/Allison L. Poole Branch
Code 898
Ref. Ref-Fuel/Duke Escrow A/C # 1072008439
(b) On
_____________
Wachovia Bank, Na – 101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246
Attention: Matthew S. Churchill
Telephone No. (704) 377-8388
Facsimile No. (704) 373-3988,
If to the Escrow Agent, at:
Wachovia Bank, Na tional Association, as Escrow Agent
401 S. Tryon Street, 12th Floor
Charlotte, NC 28288-1179
Attn: Corporate Trust Bond Administration
Telephone No. (704) 374-6914
Facsimile No. (704) 383-7316
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WACHOVIA BANK, NA – HOLDINGS LLC
By:
/s/ MICHAEL J. MILLER
Name: Michael J. Miller
Title: CEO
DUKE CAPITAL CORPORATION
By:
/s/ DAVID L. HAUSER
Name: David L. Hauser
Title: Vice President & Treasurer
WACHOVIA BANK, NA TIONAL ASSOCIATION, as Escrow Agent
By:
/s/ ALLISON LANCASTER-POOLE
Name: Allison Lancaster-Poole
Title: Assistant Vice Presdient
14
SCHEDULE A
Required Amount
Deposit Date
Column A Required Amount
(without
_____________
WACHOVIA BANK, NA – June 30, 2010
$
6,000,000
$
16,000,000
June 30, 2011 and all Deposit Dates thereafter
$
7,000,000
$
17,000,000
SCHEDULE B
Fees Payable to Escrow Agent
WACHOVIA BANK, NA TIONAL ASSOCIATION
Escrow Agent Services for
Duke Capital Corporation
and
MSW Energy Holdings LLC
Schedule of Fees
Acceptance Fee:
$500, in Advance
Annual Administration Fee:
$1,500, in Advance
Money
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dt 1579185
;
Wells Fargo Bank
As referenced in this Escrow Agreement:
Wells Fargo Bank Minnesota, Na – both the Highstar Representative and the MSW Acquisition Representative.
"Duke Essex Payment Reserve Account" shall mean the MSW Energy Holdings LLC Duke Essex Payment Reserve Account (account number 14779106) with Wells Fargo Bank Minnesota, Na tional Association.
"Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to this Agreement, together with any interest and other income thereon.
"Escrow Period" shall mean the period
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dt 1625876
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| 2003 |
Purchase Agreement
Purchase Agreement (82K)
Doc #2128397: Click preview link for longer preview.
$200,000,000
MSW Energy Holdings LLC
MSW Energy Finance Co., Inc.
81/2% Senior Secured Notes due 2010
PURCHASE AGREEMENT
June 11, 2003
CREDIT SUISSE FIRST BOSTON LLC,
Eleven Madison Avenue,
New York, New York 10010-3629
Dear Sirs:
1. Introductory. MSW Energy Holdings LLC, a Delaware limited liability company ("MSW"), and MSW Energy Finance Co., Inc., a Delaware corporation ("MSW Finance" . . .
2128397
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Citibank
As referenced in this Purchase Agreement:
Citibank, N.A. – American Ref-Fuel Company of Essex County, American Ref-Fuel Company of Niagara L.P., American Ref-Fuel Company of Southeastern Connecticut, the banks and other financial institutions party thereto, Citibank, N.A. , as administrative agent and collateral agent for the secured parties, and Fleet National Bank, has been refinanced, restated or replaced.
(g) In the event the Acquisition closes on the
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dt 1481227
;
Citibank
As referenced in this Purchase Agreement:
Citibank, N.A. – American Ref-Fuel Company of Essex County, American Ref-Fuel Company of Niagara L.P., American Ref-Fuel Company of Southeastern Connecticut, the banks and other financial institutions party thereto, Citibank, N.A. , as administrative agent and collateral agent for the secured parties, and Fleet National Bank, has been refinanced, restated or replaced.
(g) In the event the Acquisition closes on the
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dt 1481227
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CSFB LLC
As referenced in this Purchase Agreement:
CREDIT SUISSE FIRST BOSTON LLC – 8
Exhibit 4.8
EXECUTION COPY
$200,000,000
MSW Energy Holdings LLC
MSW Energy Finance Co., Inc.
81/2% Senior Secured Notes due 2010
PURCHASE AGREEMENT
June 11, 2003
CREDIT SUISSE FIRST BOSTON LLC ,
Eleven Madison Avenue,
New York, New York 10010-3629
Dear Sirs:
1. Introductory. MSW Energy Holdings LLC, a Delaware limited liability company ("MSW"), and MSW Energy Finance Co., Inc.,
_____________
Credit Suisse First Boston LLC – MSW Energy Finance Co., Inc., a Delaware corporation ("MSW Finance" and together with MSW, the "Company"), propose, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC ("CSFB" or the "Initial Purchaser") U.S.$200,000,000 principal amount of their 81/2% Senior Secured Notes due 2010 (the "Notes") to be issued under an indenture,
_____________
CREDIT SUISSE FIRST BOSTON LLC – LLC
By
/s/ MICHAEL J. MILLER
Name: Michael J. Miller
Title: Chief Executive Officer
The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written.
CREDIT SUISSE FIRST BOSTON LLC
By
/s/ JOHN CAVALIER
Name: John Cavalier
Title: Managing Director
20
SCHEDULE A
Essex Facility
Niagara Facility
Delaware Valley Facility
SCHEDULE B
Initial Purchaser
Principal Amount of Offered Securities
_____________
Credit Suisse First Boston LLC – LLC
By
/s/ JOHN CAVALIER
Name: John Cavalier
Title: Managing Director
20
SCHEDULE A
Essex Facility
Niagara Facility
Delaware Valley Facility
SCHEDULE B
Initial Purchaser
Principal Amount of Offered Securities
Credit Suisse First Boston LLC
$
200,000,000
Total
$
200,000,000
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dt 1569649
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Fleet National
As referenced in this Purchase Agreement:
Fleet National Bank, – P., American Ref-Fuel Company of Southeastern Connecticut, the banks and other financial institutions party thereto, Citibank, N.A., as administrative agent and collateral agent for the secured parties, and Fleet National Bank, has been refinanced, restated or replaced.
(g) In the event the Acquisition closes on the Closing Date, the Initial Purchaser shall have received an executed signature page to this
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dt 1605089
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Registration Rights Agreement
Registration Rights Agreement (74K)
Doc #2128393: Click preview link for longer preview.
$200,000,000
MSW Energy Holdings LLC
MSW Energy Finance Co., Inc.
81/2% Senior Secured Notes due 2010
REGISTRATION RIGHTS AGREEMENT
June 25, 2003
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
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"), . . .
2128393
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CSFB LLC
As referenced in this Registration Rights Agreement:
Credit Suisse First Boston LLC – Exhibit 4.4
EXECUTION COPY
$200,000,000
MSW Energy Holdings LLC
MSW Energy Finance Co., Inc.
81/2% Senior Secured Notes due 2010
REGISTRATION RIGHTS AGREEMENT
June 25, 2003
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
MSW Energy Holdings LLC, a Delaware limited liability company ("MSW Energy"), and MSW Energy Finance Co., Inc., a
_____________
Credit Suisse First Boston LLC – 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
_____________
Credit Suisse First Boston LLC – which guarantees overnight delivery:
(1) if to a Holder of the Securities, at the most current address given by such Holder to the Company.
(2) if to the Initial Purchaser;
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010-3629
Fax No.: (212) 325-8278
Attention: Transactions Advisory Group
with a copy to:
Latham & Watkins LLP
885 Third Avenue
Suite
_____________
CREDIT SUISSE FIRST BOSTON LLC – Sole Member
by:
/s/ MICHAEL J. MILLER
Name:
Michael J. Miller
Title:
CEO
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.
CREDIT SUISSE FIRST BOSTON LLC
by
/s/ JOHN CAVALIER
Name: John Cavalier
Title: Managing Director
17
ANNEX A
Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer
_____________
dt 1646359
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Wells Fargo Bank
As referenced in this Registration Rights Agreement:
Wells Fargo Bank Minnesota, Na – 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, Na tional 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 benefit of
_____________
dt 1625875
;
 Bingham
As referenced in this Registration Rights Agreement:
Bingham McCutchen – and
c/o AIG Highstar Capital, L.P.
175 Water Street
26th Floor
New York, NY 10038
Fax No.: (212) 458-2222
Attention: Michael Miller
15
with a copy to:
Bingham McCutchen LLP
150 Federal Street
Boston, MA 02110-1726
Fax No.: (617) 951-8736
Attention: John R. Utzschneider
All such notices and communications shall be deemed to have been duly
_____________
dt 1653694
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| 2007 |
Second Supplemental Indenture
Second Supplemental Indenture (7K)
Doc #2706340: Click preview link for longer preview.
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of February 5, 2007 (this �Second Supplemental Indenture�), among MSW Energy Holdings LLC, a Delaware limited liability company (�MSW�), MSW Energy Finance Co., Inc., a Delaware corporation (�MSW Finance� and, together with MSW, the �Company�), MSW Energy Hudson LLC, a Delaware limited liability company (the �Guaranteeing Subsidiary�), and Wells Fargo Bank, National Association, as successor trustee by merger to Wells Fargo Bank Minnesota, National Association, trustee under the Indenture . . .
2706340
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| 2007 |
Second Supplemental Indenture
Second Supplemental Indenture (8K)
Doc #2706341: Click preview link for longer preview.
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of February 5, 2007 (this �Second Supplemental Indenture�), among MSW Energy Holdings II LLC, a Delaware limited liability company (�MSW II�), MSW Energy Finance Co. II, Inc., a Delaware corporation (�MSW Finance II� and, together with MSW II, the �Company�), Covanta Ref-Fuel II LLC, a Delaware limited liability company (the �Guaranteeing Subsidiary�), and Wells Fargo Bank, National Association, as successor trustee by merger to Wells Fargo Bank Minnesota, National Association, trustee . . .
2706341
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Second Supplemental Indenture
Second Supplemental Indenture (7K)
Doc #2706342: This document is immediately available for purchase, but does not have a preview available for viewing.
2706342
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Supplemental Indenture
Supplemental Indenture (13K)
Doc #2128392: Click preview link for longer preview.
SUPPLEMENTAL INDENTURE
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").
W . . .
2128392
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Wells Fargo Bank
As referenced in this Supplemental Indenture:
Wells Fargo Bank Minnesota, Na – 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, Na tional Association, as trustee under the indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered
_____________
WELLS FARGO BANK MINNESOTA, NA – MICHAEL J. MILLER
Name:
Michael J. Miller
Title:
Chief Executive Officer
MSW ENERGY FINANCE CO., INC.
By:
/s/ DANIEL H. CLARE
Name:
Daniel H. Clare
Title:
Secretary, CFO and Treasurer
WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, AS TRUSTEE
By:
/s/ JOSEPH P. O'DONNELL
Name:
Joseph P. O'Donnell
Title:
Corporate Trust Officer
5
QuickLinks
SUPPLEMENTAL INDENTURE
W I T N E S S
_____________
dt 1625874
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