Exhibit 4.3
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE DEPOSITORY)
TO PSEG ENERGY HOLDINGS INC. (THE COMPANY) OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
CUSIP NO $400,000,000
No. R-1
PSEG ENERGY HOLDINGS INC.
8.625% Senior Note due 2008
PSEG ENERGY HOLDINGS INC., a New Jersey corporation (herein referred to as the
Company, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of $400,000,000 on February 15,
2008 (the Stated Maturity Date), unless redeemed or repurchased in accordance
with the provisions of this Note, and to pay interest on the outstanding
principal amount of this Note from February 15, 2001, semi-annually in arrears
on February 15 and August 15 in each year, commencing August 15, 2001 (each, an
Interest Payment Date) at 8.625% per annum until the principal hereof is paid or
duly provided for. Interest payable on each Interest Payment Date will include
interest accrued from and including February 8, 2001 or from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, to but excluding such Interest Payment Date.
Interest will be computed based on a 360-day year consisting of 12 30-day
months.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, except as provided below, be paid to the person (the
Holder) in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the January 31 and July 31 (whether or not a
Business Day (as defined below)) next preceding such Interest Payment Date (a
Regular Record Date). Any such interest not so punctually paid or duly provided
for (Defaulted Interest) will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the person in whose name this
Note (or one or more Predecessor Notes) is registered at the close of business
on a special record date (the Special Record Date) for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the Holder of this Note not less than ten days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner, all as more fully provided in the Indenture.
For purposes of this Note, Business Day means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in Newark
New Jersey and The City of New York are authorized or obligated by law or
executive order to close.
Payment of the principal of and any premium on this Note on the Stated Maturity
Date or date of earlier redemption or repurchase will be made against
presentation of this Note at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Payments of principal, premium, if any, and interest in respect of this Note
will be made in such coin or currency of the United States of America as at the
time of payment is legal tender for the payment of pubic and private debts (i)
in the case of payments on the Stated Maturity Date or date of earlier
redemption or repurchase, in immediately available funds and (ii) in the case of
payments on an Interest Payment Date, at the option of the Company, by check
mailed to the Holder entitled thereto at the applicable address appearing in the
Security Register or by transfer of immediately available funds to an account
maintained by the payee with a bank located in the United States of America;
provided, however, that so long as Cede & Co. is the Holder of this Note,
payments of interest on an Interest Payment Date will be made in immediately
available funds.
Any payment of principal, premium or interest required to be made on a day that
is not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment.
General. This Note is one of a duly authorized issue of debt securities (herein
called the Securities) of the Company, issued and to be issued in one or more
series under an indenture, dated as of October 8, 1999, as it may be modified or
supplemented from time to time (herein called the Indenture), between the
Company and First Union National Bank, as Trustee (herein called the Trustee,
which term includes any successor trustee under the Indenture with respect to a
series of which this Note is a part), to which indenture and all indentures
supplemental thereto, reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes, and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of a duly
authorized series of Notes designated as 8.625% Senior Notes due 2008
(collectively, the Notes), which such series is limited, subject to the
provisions of the Indenture, to an aggregate principal amount equal to
$400,000,000.
Events of Default. If an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
Redemption. This Note will be redeemable at the option of the Company, in whole
or in part at any time, on at least 30 days but not more than 60 days prior
written notice mailed to the Holder hereof, at a price the (Redemption Price)
equal to the greater of (i) 100% of the principal amount to be redeemed, and
(ii) the sum, as determined by the Quotation Agent (as defined below), of the
present values of the principal amount to be redeemed and the remaining
scheduled payments of interest thereon from the date of redemption (the
Redemption Date) to February 15, 2008 (the Remaining Life), discounted from
their respective payment dates to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 40 basis points, plus, in either case, accrued
interest thereon to the Redemption Date.
If money sufficient to pay the Redemption Price of and accrued interest on all
of this Note (or portion hereof) to be redeemed on a Redemption Date is
deposited with the Trustee or a Paying Agent on or before such Redemption Date
and certain other conditions are satisfied, then on and after such Redemption
Date, interest will cease to accrue on this Note (or such portion hereof) called
for redemption.
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This Note will not be entitled to the benefit of, or be subject to, any sinking
fund.
Option to Elect Repayment Upon Certain Events Involving PSEG Resources Inc. If
(1) the Company shall no longer own 100% of the equity ownership interest in
PSEG Resources Inc. (herein referred to as Resources), or (ii)(a) a transaction
or series of related transactions involving Resources (a Resources Transaction)
causes the assets of Resources immediately after such Resources Transaction to
be at least 20% less than the assets of Resources immediately prior to such
Resources Transaction (as measured from the end of the month immediately
preceding the Resources Transaction (or, in the case of a Resources Transaction
involving a series of transactions, the month immediately preceding the first of
such transactions)) and (b) as a direct result of such Resources Transaction,
either of Standard & Poor's Ratings Group or Moody's Investors Service, Inc.
shall downgrade its respective rating of the Company below BBB- or Ba1 (or, if
either of such ratings immediately preceding the Resources Transaction is lower
than BBB- or Ba1, respectively, such rating shall as a direct result of such
Resources Transaction be downgraded), then the Holder of this Note shall, in
accordance with the provisions hereof and subject to Article 13 of the
Indenture, have the right to require the Company to repurchase this Note, in
whole or in part, at a price (the Resources Repayment Price) equal to the
greater of (i) 100% of the principal amount to be repurchased, and (ii) the sum,
as determined by the Quotation Agent, of the present values of the principal
amount to be repurchased and the remaining scheduled payments of interest
thereon from the date of repayment (the Resources Repayment Date) to February
15, 2008, discounted from their respective payment dates to the Resources
Repayment Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus 40 basis points, plus, in
either case, accrued interest thereon to the Resources Repayment Date.
Within 30 days following any Resources Transaction, the Company shall mail a
notice to the Holder of this Note (with a copy to the Trustee) stating:
1. that a Resources Transaction has occurred and that the Holder has the right
to require the Company to repurchase this Note, in whole or in part, at the
Resources Repayment Price in cash (the Resources Offer);
2. the circumstances and relevant facts regarding such Resources Transaction
(including information with respect to balance sheet data of Resources
immediately following the Resources Transaction and in the month immediately
preceding the Resources Transaction);
3. the Repayment Date (which shall be a Business Day and be not earlier than 45
days nor later than 60 days from the date of the delivery of such notice to the
depository);
4. that any portion of this Note not tendered for repayment will continue to
accrue interest;
5. that interest on this Note (or portion hereof) tendered for repayment
pursuant to the Resources Offer shall cease to accrue after repayment on the
Resources Repayment Date;
6. that if the Holder of this Note elects to have Notes repurchased pursuant to
a Resources Offer, such Holder will be required to surrender this Note, with the
form entitled Option to Elect Repayment attached hereto completed, to the
Trustee at the address specified in the notice not earlier than 45 days and not
later than 30 days prior to the Resources Repayment Date;
7. that the Holder will be entitled to withdraw its election if the Paying Agent
receives, not later than the close of business on the third Business Day (or
such shorter period as may be required by applicable law) preceding the
Resources Repayment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes the Holder
delivered for repayment, and a statement that such Holder is withdrawing its
election to have such Notes repurchased; and
8. that the Holder of this Note electing only a portion of this Note to be
repurchased will be issued new Notes in a principal amount equal to the portion
of this Note not subject to such election.
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In addition to the foregoing, the Company shall also deliver to The Depository
Trust Company within the time periods specified above, for retransmittal to its
participants, a notice substantially to the effect specified in clauses (1)
through (5) and (7) above, which notice shall also specify the required
procedures (furnished by The Depository Trust Company) for owners of beneficial
interests in this Global Security to tender and receive payment of the Resources
Repayment Price for such interests (including The Depository Trust Company's
Repayment Option Procedures, to the extent applicable), all in accordance with
The Depository Trust Company's rules, regulations and practices.
On the Resources Repayment Date, the Company shall deposit with the Trustee
money sufficient without reinvestment to pay the Resources Repayment Price of
this Note (or portion hereof) to be repurchased. The Trustee shall as soon as
practicable promptly mail to the Holder of this Note payment in an amount equal
to the Resources Repayment Price and as soon as practicable authenticate and
mail to such Holder a new Note in a principal amount equal to any portion of
this Note not repurchased.
Option to Elect Repayment Upon a Change of Control. In the event of a Change of
Control (as defined in the Indenture), the Holder of this Note shall have the
right to require the Company to repurchase this Note, in whole or in part, at
101% of the principal amount thereof plus accrued interest to the Repayment Date
in accordance with the procedures set forth in the Indenture.
The Company shall comply with Rule 14e-1 under the Securities Act of 1934, as
amended (the Exchange Act), and any other applicable laws and regulations in the
event that a Resources Transaction or Change of Control occurs.
Certain Definitions
Comparable Treasury Issue means the United States Treasury security selected by
the Quotation Agent as having a maturity comparable to the Remaining Life that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity with the Remaining Life of the Notes to be redeemed or
repurchased, as the case may be.
Comparable Treasury Price means, with respect to any Redemption Date or a
Repayment Date, the average of four Reference Treasury Dealer Quotations, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or, if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.
Quotation Agent means the Reference Treasury Dealer appointed by the Company.
Reference Treasury Dealer means: (i) lehman brothers inc. And its respective
successors; provided, however, that if the foregoing shall cease to be a primary
United States Government securities dealer in New York City (a Primary Treasury
Dealer), the Company shall substitute therefor another Primary Treasury Dealer;
and (ii) any other Primary Treasury Dealer selected by the Company.
Reference Treasury Dealer Quotations means, with respect to each Reference
Treasury Dealer and any Redemption Date or Repayment Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date or
Repayment Date, as the case may be.
Treasury Rate means, with respect to any Redemption Date or Repayment Date, the
rate per annum equal to the semi-annual yield to maturity of the Comparable
Treasury Issue, calculated on the third Business Day preceding such Redemption
Date or Repayment Date, as the case may be, using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date or Repayment Date, as the
case may be.
Reports Upon Request of Holders. During any Registration Default Period (as such
term is defined in the Exchange and Registration Rights Agreement, dated
February 10, 2000, between the Company and Lehman Brothers Inc.) the Company
will make available to the Holder of this Note, upon request, copies of annual
reports and of the information, documents, and other reports (Periodic Reports)
that the Company would have been required to file with the Securities and
Exchange Commission (the SEC) pursuant to
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Section 13 or Section 15(d) of the Exchange Act if the Company was subject to
the reporting obligations of such Sections. The Company shall make such Periodic
Reports available to the Holder of this Note within the respective time periods
mandated by the Exchange Act for the filing of such Periodic Reports with the
SEC for issuers subject to Section 13 or 15(d) of the Exchange Act.
Modification and Waivers; Obligations of the Company Absolute. The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series. Such amendment may be effected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in aggregate principal amount of all Securities
issued under the Indenture at the time Outstanding and affected thereby. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture. Furthermore, provisions in the
Indenture permit the Holders of a majority in aggregate principal amount of the
Outstanding Securities of an individual series, to waive, on behalf of all of
the Holders of Securities of such individual series, certain past defaults under
the Indenture and their consequences. Any such consent or waiver shall be
conclusive and binding upon the Holder of this Note and upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency herein
prescribed.
Defeasance and Covenant Defeasance. The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this
Note and (b) certain restrictive covenants and the related defaults and Events
of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.
Authorized Denominations. The Notes are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples thereof.
Registration of Transfer or Exchange. As provided in the Indenture and subject
to certain limitations herein and therein set forth, the transfer of this Note
is registrable in the Security Register upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations herein and
therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Holders surrendering the same.
This Note is a Global Security. If The Depository Trust Company is at any time
unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days or an Event of Default
under the Indenture has occurred and is continuing, the Company will issue Notes
in certificated form in exchange for this Global Security. In addition, the
Company may at any time determine not to have Securities represented by one or
more Global Securities and, in such event, will issue Notes in certificated form
in exchange in whole for this Global Security. In any such instance, an owner of
a beneficial interest in this Global Security will be entitled to physical
delivery in certificated form of Notes equal in principal amount to such
beneficial interest and to have such Notes registered in its name. Notes so
issued in certificated form will be issued in denominations of $1,000 and
integral multiples thereof and will be issued in registered form only, without
coupons.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
5
Prior to due presentment of this Note for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Holder of
this Note as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Defined Terms. All terms used in this Note which are defined in the Indenture
and are not otherwise defined herein shall have the meanings assigned to them in
the Indenture.
Governing Law. This Note shall be governed by and construed in accordance with
the law of the State of New Jersey.
Unless the certificate of authentication hereon has been executed by the Trustee
by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its facsimile corporate seal.
Dated:
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PSEG ENERGY HOLDINGS INC.
BY:
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President
ATTEST:
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Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
FIRST UNION NATIONAL BANK,
as Trustee
BY:
-------------------------------------
Authorized Signatory
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
________________________________________________________
(Insert assignee's soc. sec. or tax I.D. No.)
________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ______________________ agent to transfer this Security
on the books of the Company. The agent may substitute another to act for him.
Dated: Signed:
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(Sign exactly as your name appears
on the other side of this Security)
Signature Guarantee:
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OPTION TO ELECT REPAYMENT FORM
If you wish to elect to have this Note repurchased by the Company upon a Change
of Control, check this box: [ ]
If you wish to elect to have only part of this Note repurchased by the Company
upon a Change of Control, state the amount: $___________________________________
If you wish to elect to have this Note repurchased by the Company upon a
Resources Transaction, check this box: [ ]
If you wish to elect to have only part of this Note repurchased by the Company
upon a Resources Transaction, state the amount: $_______________________________
Dated: Signed:
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(Sign exactly as your name appears
on the other side of this Security)
Signature Guarantee:
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