exv4w10



 






Exhibit 4.10




CUSIP 55375UAA2




73/8% Senior Secured Notes due 2010




			
	No. 1
	 	$220,675,000






MSW
ENERGY HOLDINGS II LLC

MSW ENERGY FINANCE CO. II, INC.




promises to pay to CEDE & CO.




or registered assigns,




the principal sum of TWO HUNDRED TWENTY MILLION SIX HUNDRED SEVENTY FIVE




THOUSAND Dollars on September 1, 2010.




Interest Payment Dates: March 1 and September 1




Record Dates: February 15 and August 15




Dated: November 24, 2003




	 	 	 	 	 
	 	MSW ENERGY HOLDINGS II LLC

 	 
	 	By:  	/s/ Daniel Clare
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MSW ENERGY FINANCE CO. II, INC.

 	 
	 	By:  	/s/ Daniel Clare
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



This is
one of the Notes referred to in

the within-mentioned Indenture:




WELLS FARGO BANK MINNESOTA, 
NATIONAL
ASSOCIATION,
   
as Trustee




	 	 	 	 	 
	By:

	 	/s/ Frank McDonald
	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 






 









 






7 3/8% Senior Secured Notes due 2010



THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM. THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND THIS NOTE MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS
NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.





 









 








     Capitalized terms used herein have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.




     (1)
Interest. MSW Energy Holdings II LLC, a Delaware limited liability company (“MSW
Energy II”), and MSW Energy Finance Co. II, Inc., a Delaware corporation (“MSW Energy Finance
II” and, together with MSW Energy II, the “Company”), promises to pay interest on the principal
amount of this Note at 7 3/8% per annum from November 24, 2003 until maturity and shall pay the
Additional Interest, if any, payable pursuant to Section 6 of the Registration Rights Agreement
referred to below. The Company will pay interest and Additional Interest, if any, semi-annually
in arrears on March 1 and September 1 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no interest has
been paid, from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further that the first Interest Payment Date shall be
March 1, 2004. The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in effect; it will pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Additional Interest, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day months.




     (2) Method of Payment. The Company will pay interest on the Notes (except defaulted
interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes
at the close of business on the February 15 or August 15 next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Additional Interest, if any,
and interest at the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company, payment of interest
and Additional Interest, if any, may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; provided that payment by wire transfer of
immediately available funds ‘will be required with respect to principal of and interest,
premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders
of which will have provided wire transfer instructions to the Company or the Paying Agent.
Such payment will be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.




     (3)
Paying Agent and Registrar. Initially, Wells Fargo Bank Minnesota, National
Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.




     (4)
Indenture and Security Agreements. The Company issued the Notes under an Indenture dated
as of November 24, 2003 (the “Indenture”) between the
Company and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Identure by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code §§
77aaa-77ccbb). The Notes are subject
to all such terms, and Holders are referred to the Indenture and
such Act for a complete
statement of such terms. To the extent any provision of this Note



 









 






conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are secured obligations of the
Company. The Notes are secured by a first priority lien on substantially all of the assets
of the Company pursuant to the Pledge Agreement and the Deposit Agreement referred to in
the Indenture.




     (5) Optional Redemption.



     (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior
to September 1, 2006, the Company may redeem Notes with the net proceeds of a Qualified Equity
Offering at a redemption price equal to 107.375% of the aggregate principal amount thereof;
provided that at least 65% in aggregate principal amount of the Notes issued under the Indenture
remains outstanding immediately after the occurrence of such redemption and that such redemption
occurs within 90 days of the date of the closing of such Qualified Equity Offering.



     (b) At
any time prior to September 1, 2007, the Company may redeem all or a part of the Notes upon
not less than 30 nor more than 60 days’ notice, at a redemption price equal to the following on the
date of redemption:




     (1) as determined by an Independent Investment Bank, the sum of the present values of
the Remaining Scheduled Payments discounted to the redemption date on a semiannual basis
(assuming a 360 day year consisting of twelve 30-day months) at the Adjusted Treasury Rate;
plus in each case,




     (2) accrued and unpaid interest and Additional Interest, if any, on the notes to the
applicable date of redemption.



     (c) At
any time on or after September 1, 2007, the Company will have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid
interest and Additional Interest, if any, thereon to the applicable redemption date, if redeemed
during the twelve-month period beginning on September 1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2007
	 	 	103.688	%
	2008
	 	 	101.844	%
	2009 and thereafter
	 	 	100.000	%







     (6) Special Mandatory Redemption.



     In accordance with the terms and conditions of the Escrow Agreement, and using the Company
Deposit (as defined in the Escrow Agreement), the Company shall redeem all and not less than all
of the Notes on March 1, 2004, or such earlier date as the
Company shall elect (the “Special Mandatory Redemption Date”), if the Acquisition has not occurred or if the Transactions have been
terminated on or prior to March 1, 2004, at a redemption price equal to 100% of the aggregate
principal amount of the Notes, plus accrued and unpaid interest thereon to, but not including, the
Special Mandatory Redemption Date. Upon the closing of the Acquisition on or before the
Special Mandatory Redemption Date, the foregoing provisions of this paragraph (6) shall be null
and void.




     (7)
Repurchase at Option of Holder.



 









 





          (a) If there is a Change of Control, the Company will be required to make an offer (a
“Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of
purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the
Company will mail a notice to each Holder setting forth the procedures governing the Change of
Control Offer as required by the Indenture.




          (b) MSW Energy II shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale.




          (c) Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $20
million, the Company will commence an ARC Transaction Offer to all Holders of Notes and all holders
of other Indebtedness that is pari passu with the Notes containing provisions similar to those set
forth in the Indenture pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any,
to the date fixed for the closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and
other pari passu Indebtedness tendered pursuant to an ARC Transaction Offer is less than the Excess
Proceeds, the Company may use such deficiency for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes and other
pari passu Indebtedness
surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and other pari passu Indebtedness to be purchased on a
pro rata basis. Holders of Notes that
are the subject of an offer to purchase will receive an ARC Transaction Offer from the Company
prior to any related purchase date and may elect to have such Notes purchased by completing the
form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.




     (8) Notice
of Redemption. Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its
registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date, interest ceases to accrue on Notes or portions thereof called for
redemption.



     (9) Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being redeemed in part.
Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.



     (10) Persons
Deemed Owners. The registered Holder of a Note may be treated as its owner for
all purposes.



 









 





     (11) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture,
the Note Guarantees, the Notes, the Pledge Agreement or the Deposit Agreement may be amended or
supplemented with the consent of the Holders of at least a majority in principal amount of the then
outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default
or compliance with any provision of the Indenture, the Note Guarantees, the Notes, the Pledge
Agreement or the Deposit Agreement may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single
class. Without the consent of any Holder of a Note, the Indenture, the Note Guarantees or the Notes
may be amended or supplemented to (i) cure any ambiguity, defect or inconsistency, (ii) provide for
uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of
Article 2 of the Indenture (including the related definitions) in a manner that does not materially
adversely affect any Holder, (iii) provide for the assumption of the Company’s or any Guarantor’s
obligations to Holders of the Notes in case of a merger or consolidation, (iv) make any change that
would provide any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legabrights under the Indenture of any such Holder, (v) comply with the
requirement of the SEC in order to effect or maintain the qualification of the Indenture under
the Trust Indenture Act, (vi) provide for the Issuance of Additional Notes in accordance with the
limitations set forth in the Indenture, (vii) allow any Guarantor to execute a supplemental
indenture and/or a Note Guarantee with respect to the Notes, (viii) implement the arrangements
contemplated by Section 4.19 of the Indenture or (ix) conform the text of this Indenture, the Note
Guarantees, the Pledge Agreement, the Deposit Agreement or the Notes to any provision of the
section entitled “Description of Notes” in the Offering Memorandum.



     (12) Defaults And Remedies. Events of Default include: (i) default for 30 days in the payment
when due of interest or Additional Interest on the Notes; (ii) default in payment when due of
principal of or premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase)
or otherwise, (iii) failure by
MSW Energy II or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15
or 5.01 of the Indenture for 30 days after notice; (iv) failure by MSW Energy II or any of its
Restricted Subsidiaries for 60 days after notice to MSW Energy II by the Trustee or the Holders of
at least 25% in principal amount of the Notes then outstanding voting as a single class to comply
with certain other agreements in the Indenture, the Notes, the Pledge Agreement or the Deposit
Agreement; (v) default under certain other agreements relating to Indebtedness of MSW Energy II or
any of its Restricted Subsidiaries which default results in the acceleration of such Indebtedness
prior to its express maturity, and the principal amount of any such
Indebtedness aggregates $25.0
million or more; (vi) default under the ARC Indenture which default results in the acceleration of
such Indebtedness prior to its express maturity and the principal amount of any such Indebtedness
aggregates $25.0 million or more; (vii) certain final judgments aggregating in excess of $25.0
million for the payment of money that remain undischarged for a period of 60 days; (viii) the
breach of certain material covenants in the Pledge Agreement or Deposit Agreement for 30 days after
notice, the repudiation in writing by the Company of any of its obligations under the Pledge
Agreement or Deposit Agreement or a material provision of the Pledge Agreement or Deposit Agreement
shall be held in any judicial proceeding to be unenforceable against the Company for any reason;
(ix) failure of the Escrow Agreement, at any time, to be in full force and effect (unless the
Company Deposit is released by the Escrow Agent) or any contest by the Company or any of the
Guarantors of the validity or enforceability of the Escrow Agreement; (x) except as permitted by
the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person
acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Note Guarantee;
or (xi) certain events of bankruptcy or



 









 




insolvency with respect to MSW Energy II, or any of its Restricted Subsidiaries,
Ref-Fuel, any Subsidiary of Ref-Fuel that is a Significant Subsidiary of Ref-Fuel or any group of
Subsidiaries of Ref-Fuel that, taken as a whole, would constitute a Significant Subsidiary of
Ref-Fuel. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least
25% in principal amount of the then outstanding Notes may declare all the Notes to be due and
payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain
events of bankruptcy or insolvency, all outstanding Notes will become due and payable without
further action or notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.




     (13) 
Trustee Dealings with Company. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it
were not the Trustee.






     (14) No
Recourse Against Others. A director, officer, employee, incorporator, partner,
member or stockholder, of the Company or any of the Guarantors, as such, will not have any
liability for any obligations of the Company or such Guarantor under the Notes, the Note
Guarantees, the Indenture, the Pledge Agreement or the Deposit Agreement or for any claim based on,
in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for
the issuance of the Notes.



     (15) Authentication.
This Note will not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.



     (16) Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).



     (17) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.
In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Restricted
Global Notes and Restricted Definitive Notes will have all the rights
set forth in the
Registration Rights Agreement, dated as of November 24, 2003,
among the Company, UAE AE Ref-Fuel II
Corp. (upon its acquisition by MSW Energy II as provided for therein) and Credit Suisse First
Boston LLC or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes will have the rights set forth in one or more registration rights agreements, if
any, among the Company, the Guarantors and the other parties thereto,



 









 




relating to rights given by the Company and the Guarantors to the purchasers of any
Additional Notes (collectively, the “Registration Rights Agreement”).




     (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.



       The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:


If to the Company and/or any Guarantor:



MSW Energy Holdings II LLC

MSW Energy Finance Co. II, Inc.

c/o DLJ Merchant Banking Partners

Eleven Madison Avenue

New York, New York 10010-3629

Fax No.: (646) 935-7043

Attention: Daniel Clare





 









 








Assignment Form




     To assign this Note, fill in the form below:



	 	 	 
	(I) or (we) assign and transfer this Note to:
	 	 
	 	 	 
	 

	 	(Insert assignee’s legal name)






 




(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 




(Print or type assignee’s name, address and zip code)



and
irrevocably appoint                                                   
                                                                              
                                                           

to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:                                         




	 	 	 
	 

	 	Your Signature:  
                                                                               
	 

	 	    (Sign exactly as your name appears on the face of this Note)






Signature
Guarantee*:  
                                                           






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




 










 










Option of Holder to Elect Purchase




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or
4.15 of the indenture, check the appropriate box below:



	 	 	 
	o Section 4.10

	 	o Section 4.15






     If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:



$                                        




Date:                                         




	 	 	 
	 

	 	Your Signature:  
                                                                               
	 

	 	     (Sign exactly as your name appears on the face of this Note)
	 
	 	 
	 

	 	Tax Identification No.:
                                                                                






Signature
Guarantee*:  
                                                           






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




 









 










SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE




     The following exchanges of a part of this Regulation S Temporary Global Note for an
interest in another Global Note, or of other Restricted Global Notes for an interest in
this Regulation S Temporary Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	this Global Note	 	 	 	 
	 	 	Amount of decrease in	 	 	Amount of increase in	 	 	following such	 	 	Signature of authorized	 
	 	 	Principal Amount of	 	 	Principal Amount of	 	 	decrease	 	 	officer of Trustee or	 
	Date of Exchange	 	this Global Note	 	 	this Global Note	 	 	(or increase)	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 









 








CUSIP U60747AA7




73/8% Senior Secured Notes due 2010




			
	No. 1
	 	$4,325,000






MSW ENERGY HOLDINGS II LLC

MSW ENERGY FINANCE CO. II, INC.




promises
to pay to CEDE & CO.




or registered assigns,




the
principal sum of FOUR MILLION THREE HUNDRED TWENTY FIVE
THOUSAND




Dollars on September 1, 2010.




Interest Payment Dates: March 1 and September 1




Record Dates: February 15 and August 15




Dated: November 24, 2003




	 	 	 	 	 
	 	MSW ENERGY HOLDINGS II LLC

 	 
	 	By:  	/s/ Daniel Clare
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MSW ENERGY FINANCE CO. II, INC.

 	 
	 	By:  	/s/ Daniel Clare
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



This is
one of the Notes referred to

in the within-mentioned Indenture:




WELLS EARCO BANK MINNESOTA,

NATIONAL ASSOCIATION,
   
as Trustee




	 	 	 	 	 
	By:

	 	/s/ Frank McDonald
	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 






 









 






7 3/8% Senior Secured Notes due 2010



THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.



THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF
THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE SECURITIES ACT”) AND THIS NOTE MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT
OF THE ISSUERS THAT (A) THIS
NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN






 









 







EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.




          Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.





     (1)
Interest. MSW Energy Holdings II LLC, a Delaware limited liability company (“MSW
Energy II”) and MSW Energy Finance Co. II, Inc., a Delaware corporation (“MSW Energy
Finance II” and, together with MSW Energy II, the “Company”), promises to pay interest on
the principal amount of this Note at 7 3/8% per annum from November 24, 2003 until maturity
and shall pay the Additional Interest, if any, payable pursuant to Section 6 of the
Registration Rights Agreement referred to below. The Company will pay interest and
Additional Interest, if any, semi-annually in arrears on March 1 and September 1 of each
year, or if any such day is not a Business Day, on the next succeeding Business Day (each,
an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that if there is no existing Default in the payment of interest, and if this Note
is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided, further, that the first Interest Payment Date shall be March 1,
2004. The Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it will pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Additional Interest, if any, (without regard to any
applicable grace periods) from lime to time on demand at the same rate to the extent
lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.




     Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S
Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of
interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall
in all other aspects be entitled to the same benefits as other Notes under the Indenture.




     (2)
Method of Payment. The
Company will pay interest on the Notes (except defaulted interest)
and Additional Interest, if any, to the Persons who are registered Holders of Notes at the
close of business on the February 15 or August 15 next preceding the Interest Payment Date,
even if such Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and
Additional Interest, if any,
and interest at the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company, payment of
interest and Additional Interest, if any, may be made by check mailed to the Holders at their
addresses set forth the register of Holders; provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and interest, premium
and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which
will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will
be in such coin or



 









 






currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts.




     (3)
Paying Agent and
Registrar. Initially, Wells Fargo Bank Minnesota, National
Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.




     (4)
Indenture and Security
Agreements. The Company issued the Notes under an Indenture
dated as of November 24, 2003 (the “Indenture”) between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a complete statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are secured obligations of the Company.
The Notes are secured by a first priority lien on substantially all of the assets of the
Company pursuant to the Pledge Agreement and the Deposit Agreement referred to in the
Indenture.




     (5)
Optional Redemption.



     (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior
to September 1, 2006, the Company may redeem Notes with the net proceeds of a Qualified Equity
Offering at a redemption price equal to 107.375% of the aggregate principal amount thereof;
provided that at least 65% in aggregate principal amount of the Notes issued under the Indenture
remains outstanding immediately after the occurrence of such redemption and that such redemption
occurs within 90 days of the date of the closing of such Qualified Equity Offering.



     (b) At any time prior to September 1, 2007, the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the following
on the date of redemption:




     (1) as determined by an Independent Investment Bank, the sum of the present values of
the Remaining Scheduled Payments discounted to the redemption date on a semiannual basis
(assuming a 360 day year consisting of twelve 30-day months) at the Adjusted Treasury Rate;
plus in each case,




     (2) accrued and unpaid interest and Additional Interest, if any, on the notes to the
applicable date of redemption.



     (c) At any time on or after September 1, 2007, the Company will have the option to redeem the
Notes, in  whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid
interest and Additional Interest, if any, thereon to the applicable redemption date, if redeemed
during the twelve month period beginning on September 1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2007
	 	 	103.688	%
	2008
	 	 	101.844	%
	2009 and thereafter
	 	 	100.000	%






 









 








     (6) Special Mandatory Redemption.



     In accordance with the terms and conditions of the Escrow Agreement, and using the Company
Deposit (as defined in the Escrow Agreement), the Company shall redeem all and not less than all
of the Notes on March 1, 2004, or such earlier date as the
Company shall elect (the “Special
Mandatory Redemption Date”), if the Acquisition has not occurred or if the Transactions have been
terminated on or prior to March 1, 2004, at a redemption price equal to 100% of the aggregate
principal amount of the Notes, plus accrued and unpaid interest thereon to, but not including, the
Special Mandatory Redemption Date. Upon the closing of the Acquisition on or before the Special
Mandatory Redemption Date, the foregoing provisions of this paragraph (6) shall be null and void.




     (7)
Repurchase at Option of Holder.




               (a) If there is a Change of Control, the Company will be required to make an offer (a
“Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral
multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if
any, to the date of purchase (the “Change of Control Payment”). Within 30 days following
any Change of Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.




               (b) MSW Energy II shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale.




               (c) Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds
$20 million, the Company will commence an ARC Transaction Offer to all Holders of Notes and
all holders of other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in the Indenture pursuant to Section 3.09 of the Indenture to
purchase the maximum principal amount of Notes (including any
Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash
in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in
accordance with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including any Additional Notes) and other pari
passu Indebtedness tendered
pursuant to an ARC Transaction Offer is less than the Excess Proceeds, the Company may use
such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof
exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and other pari
passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an ARC Transaction Offer from the Company prior
to any related purchase date and may elect to have such Notes purchased by completing the
form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.




     (8)
Notice of Redemption. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at
its registered address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date, interest ceases to accrue on Notes or portions
thereof called for redemption.



 









 








     (9)
Denominations, Transfer,
Exchange. The Notes are in registered form without
coupons in denominations of $ 1,000 and integral multiples of $1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.




This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global
Notes only (i) on or after the termination of the 40-day restricted period (as defined in
Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary
Global Note.




     (10)
Persons
Deemed Owners. The registered Holder of a Note may be treated as its owner for
all purposes.




     (11)
Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture, the
Note Guarantees, the Notes, the Pledge Agreement or the Deposit Agreement may be amended or
supplemented with the consent of the Holders of at least a majority in principal amount of the then
outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default
or compliance with any provision of the Indenture, the Note Guarantees, the Notes, the Pledge
Agreement or the Deposit Agreement may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single
class. Without the consent of any Holder of a Note, the Indenture, the Note Guarantees or the
Notes may be amended or supplemented to (i) cure any ambiguity, defect or inconsistency, (ii)
provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the
provisions of Article 2 of the Indenture (including the related definitions) in a manner that does
not materially adversely affect any Holder, (iii) provide for the assumption of the Company’s or
any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, (iv) make
any change that would provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such Holder, (v) comply with
the requirements of the SEC in order to effect or maintain the qualification of the Indenture under
the Trust Indenture Act, (vi) provide for the Issuance of Additional Notes in accordance with the
limitations set forth in the Indenture, (vii) allow any Guarantor to execute a supplemental
indenture and/or a Note Guarantee with respect to the Notes, (viii) implement the arrangements
contemplated by Section 4.19 of the Indenture or (ix) conform the text of this Indenture, the Note
Guarantees, the Pledge Agreement, the Deposit Agreement or the Notes to any provision of the
section entitled “Description of Notes” in the Offering Memorandum.




     (12)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment
when due of interest or Additional Interest on the Notes; (ii) default in payment when due of
principal of or premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by
MSW Energy II or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15
or 5.01 of the Indenture for 30 days after notice; (iv) failure by MSW Energy II or any



 









 






of its Restricted Subsidiaries for 60 days after notice to MSW Energy II by the Trustee or
the Holders of at least 25% in principal amount of the Notes then outstanding voting as a single
class to comply with certain other agreements in the Indenture, the Notes, the Pledge Agreement or
the Deposit Agreement; (v) default under certain other agreements relating to Indebtedness of MSW
Energy II or any of its Restricted Subsidiaries which default results in the acceleration of such
Indebtedness prior to its express maturity, and the principal amount of any such Indebtedness
aggregates $25.0 million or more; (vi) default under the ARC Indenture which default results in the
acceleration of such Indebtedness prior to its express maturity and the principal amount of any
such Indebtedness aggregates $25.0 million or more; (vii) certain final judgments aggregating in
excess of S25.0 million for the payment of money that remain undischarged for a period of 60 days;
(viii) the breach of certain material covenants in the Pledge Agreement or Deposit Agreement for 30
days after notice, the repudiation in writing by the Company of any of its obligations under the Pledge
Agreement or Deposit Agreement or a material-provision of the Pledge Agreement or Deposit Agreement
shall be held in any judicial proceeding to be unenforceable or invalid against the Company for any
reason; (ix) failure of the Escrow Agreement, at any time, to be in full force and effect (unless
the Company Deposit is released by the Escrow Agent) or any contest by the Company or any of the
Guarantors of the validity or enforceability of the Escrow Agreement; (x) except as permitted by
the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person
acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Note Guarantee;
or (xi) certain events of bankruptcy or insolvency with respect to MSW Energy II, or any of its
Restricted Subsidiaries, Ref-Fuel, any Subsidiary of Ref-Fuel that is a Significant Subsidiary of
Ref-Fuel or any group of Subsidiaries of Ref-Fuel that, taken as a whole, would constitute a
Significant Subsidiary of Ref-Fuel. If any Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and
payable without further action or notice. Holders may not enforce the Indenture or the Notes except
as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of principal or interest) if
it determines that withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.




     (13)
Trustee Dealings with
Company. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.




     (14)
No Recourse Against Others. A director, officer, employee, incorporator, partner,
member or stockholder, of the Company or any of the Guarantors, as such, will not have any
liability for any obligations of the Company or such Guarantor under the Notes, the Note
Guarantees, the Indenture, the Pledge Agreement or the Deposit Agreement or for any claim



 









 






based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes.




     (15)
Authentication. This Note will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.




     (16)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common) CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




     (17)
Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders
of Restricted Global Notes and Restricted Definitive Notes will have all the rights set
forth in the Registration Rights Agreement, dated as of November 24, 2003, among the
Company, UAE Ref-Fuel II Corp. (upon its acquisition by MSW Energy II as provided for
therein) and Credit Suisse First Boston LLC or, in the case of Additional Notes, Holders of
Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in
one or more registration rights agreements, if any, among the Company, the Guarantors and
the other parties thereto, relating to rights given by the Company and the Guarantors to the
purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).




     (18)
cusip Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.



       The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:


If to the Company and/or any Guarantor:



MSW Energy Holdings II LLC 
MSW
Energy Finance Co. II, Inc. 
c/o DLJ
Merchant Banking Partners 
Eleven
Madison Avenue 
New York, New York
10010-3629 
Fax No.: (646) 935-7043

Attention: Daniel Clare






 









 







Assignment Form






     To assign this Note, fill in the form below:



	 	 	 
	(I) or (we) assign and transfer this Note to:
	 	 
	 	 	 
	 

	 	(Insert assignee’s legal name)






 




(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 




(Print or type assignee’s name, address and zip code)



and
irrevocably appoint                                                                                                             
                                                                            

to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:                                         




	 	 	 
	 

	 	Your Signature:  
                                                                              
 
	 

	 	     (Sign exactly as your name appears on the face of this Note)






Signature Guarantee*:                                                             






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




 









 










Option of Holder to Elect Purchase




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or
4.15 of the indenture, check the appropriate box below:



	 	 	 
	o Section 4.10

	 	o Section 4.15






     If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:



$                                        




Date:                                         




	 	 	 
	 

	 	Your Signature:  
                                                                               
	 

	 	     (Sign exactly as your name appears on the face of this Note)
	 
	 	 
	 

	 	
Tax Identification No.:                                                                          
         






Signature Guarantee*:                                                             






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




 









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




     The following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global Note or
Definitive Note for an interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	this Global Note	 	 	 	 
	 	 	Amount of decrease in	 	 	Amount of increase in	 	 	following such	 	 	Signature of authorized	 
	 	 	Principal Amount of	 	 	Principal Amount of	 	 	decrease	 	 	officer of Trustee or	 
	Date of Exchange	 	this Global Note	 	 	this Global Note	 	 	(or increase)	 	 	Custodian