Exhibit 4.7
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FIRST SUPPLEMENTAL INDENTURE
Dated as of March 13, 2002
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SUPPLEMENTAL TO
INDENTURE DATED AS OF APRIL 16, 2001
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PSEG Power LLC
PSEG Nuclear LLC
PSEG Fossil LLC
PSEG Energy Resources and Trade LLC
To
The Bank of New York, Trustee
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SUPPLEMENTAL INDENTURE, dated as of March 13, 2002, among PSEG POWER LLC, a
Delaware limited liability company (hereinafter called the "Company"), having
its principal office at 80 Park Plaza, Newark, NJ 07102, PSEG NUCLEAR LLC, a
Delaware limited liability company (hereinafter called "Nuclear"), having its
principal office at 80 Park Plaza, Newark, NJ 07102, PSEG FOSSIL LLC, a Delaware
limited liability company (hereinafter called "Fossil"), having its principal
office at 80 Park Plaza, Newark, NJ 07102, PSEG ENERGY RESOURCES & TRADE LLC, a
Delaware limited liability company (hereinafter called "ER&T"), having its
principal office at 80 Park Plaza, Newark, NJ 07102, (Nuclear, Fossil and ER&T
are sometimes hereinafter referred to as the "Subsidiary Guarantors") and THE
BANK OF NEW YORK, a New York banking corporation, as Trustee (hereinafter called
the "Trustee"), having a Corporate Trust Office at 101 Barclay Street, Floor 21
West, New York, New York 10286, Attention: Corporate Trust Trustee
Administration.
WHEREAS, on April 16, 2001, the Company and the Subsidiary Guarantors
executed and delivered to the Trustee an indenture providing for the issuance of
the Company's senior debt securities (the "Indenture"); and
WHEREAS, Subsection 901(9) of the Indenture provides that the Company, the
Subsidiary Guarantors and the Trustee may, without the consent of the holders of
any outstanding senior debt securities, enter into an indenture supplemental to
the Indenture in order to cure any ambiguity, to correct or supplement any
provision therein which may be defective or inconsistent with any other
provision therein, or to make any other provisions with respect to matters or
questions arising under the Indenture which shall not be inconsistent with the
provisions thereof; provided that such provisions shall not adversely affect the
interests of the holders of any outstanding series of debt securities in any
material respect; and
WHEREAS, the Company has requested the Trustee to enter into this First
Supplemental Indenture to clarify a potential ambiguity in the application of
Section 1008(b) of the Indenture to certain pass-through financing activities of
special purpose subsidiaries of the Company; and
WHEREAS, the execution and delivery of this First Supplemental Indenture
have been duly authorized by the Board of Directors of the Company; and
WHEREAS, the Company represents that execution of this First Supplemental
Indenture shall not adversely affect the interests of the holders of any
outstanding series of senior debt securities issued under the Indenture in any
material respect; and
WHEREAS, the Company represents that all things necessary to make this
First Supplemental Indenture a valid and binding agreement supplemental to the
Indenture have been done and performed:
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH that it is
hereby agreed between and among the Company, the Subsidiary Guarantors and the
Trustee as follows:
SECTION 1. That the following shall be substituted for Section 1008(b) of
the Indenture in its entirety:
Subsidiaries Other Than Restricted Subsidiaries
Except for parental guaranties of debt service reserves, surety bonds,
equity guarantees, performance bonds and bid bonds entered into in the
ordinary course of business aggregating at any one time not more than
$100 million, the Company shall not permit any Subsidiary that is not
a Restricted Subsidiary to, directly or indirectly, Incur any
Obligations (including, without limitation, Acquired Obligations) that
are recourse to the Company or any Restricted Subsidiary. For purposes
of this Section 1008(b), preferred securities issued by special
purpose subsidiaries of the Company shall not be deemed to be recourse
to the Company.
SECTION 2. That all other provisions of the Indenture are confirmed in
their entirety.
SECTION 3. The recitals contained herein shall be taken as the statements
of the Company or the Subsidiary Guarantors, as the case may be, and the Trustee
shall not assume any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this First Supplemental
Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the day and year first above written.
PSEG POWER LLC
By: MORTON A. PLAWNER
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Name: Morton A. Plawner
Title: Vice President and Treasurer
PSEG ENERGY RESOURCES & TRADE LLC
By: MORTON A. PLAWNER
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Name: Morton A. Plawner
Title: Vice President and Treasurer
PSEG FOSSIL LLC
By: MORTON A. PLAWNER
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Name: Morton A. Plawner
Title: Vice President and Treasurer
PSEG NUCLEAR LLC
By: MORTON A. PLAWNER
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Name: Morton A. Plawner
Title: Vice President and Treasurer
THE BANK OF NEW YORK,
as Trustee
By: --------------------------------------------------
Name:
Title: