Exhibit 4
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FIRST SUPPLEMENTAL INDENTURE
Dated as of September 30, 2002
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SUPPLEMENTAL TO
INDENTURE DATED AS OF October 8, 1999
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PSEG Energy Holdings Inc.
And
PSEG Energy Holdings L.L.C.
To
Wachovia Bank, National Association
(formerly First Union National Bank), Trustee
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FIRST SUPPLEMENTAL INDENTURE, dated as of September 30, 2002 (the "First
Supplemental Indenture"), between PSEG Energy Holdings Inc., a New Jersey
corporation (hereinafter called the "Company"), having its principal office at
80 Park Plaza, Newark, NJ 07102 and PSEG Energy Holdings L.L.C., a New Jersey
limited liability company, having its principal office at 80 Park Plaza, Newark,
NJ 07102 (hereinafter called the "Successor Company") and Wachovia Bank,
National Association (formerly First Union National Bank), as Trustee
(hereinafter called the "Trustee"), having a Corporate Trust Office at 21 South
Street, Morristown, New Jersey 07960, Attn: Corporate Trust Administration.
WHEREAS, on October 8, 1999, the Company 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(1) of the Indenture provides that the Company 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 evidence the succession of another person to the Company and the assumption
by any such successor of the covenants of the Company herein and in the
Securities contained; and
WHEREAS, the Company has requested the Trustee to enter into this First
Supplemental Indenture to evidence the succession of PSEG Energy Holdings
L.L.C., a New Jersey limited liability company to the Company and the assumption
by it of the covenants of the Company in the Indenture and the Securities
contained; 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 the Company and the Trustee as follows:
SECTION 1. This First Supplemental Indenture is entered into in order to
evidence the succession effective September 30, 2002 of PSEG Energy Holdings
L.L.C., a New Jersey limited liability company, to the Company (the "Merger")
and the assumption by it of all of the covenants of the Company in the Indenture
and in the Securities contained, in accordance with the provisions of the
Indenture and New Jersey Statutes Annotated 42:2B-20. As required by Section 801
of the Indenture, the Successor Company hereby expressly assumes the performance
of every covenant of the Indenture required to be performed or observed by the
Company including, without limitation, the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on all the Securities.
SECTION 2. That all other provisions of the Indenture are confirmed in
their entirety.
SECTION 3. The Successor Company and the Company hereby certify that,
immediately after giving effect to such Merger, no Default or Event of Default
shall occur or shall be continuing.
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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 ENERGY HOLDINGS INC.
By: /s/ Derek M. DiRisio
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Name: Derek M. DiRisio
Title: Vice President and
Controller
PSEG ENERGY HOLDINGS L.L.C.
By: /s/ Derek M. DiRisio
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Name: Derek M. DiRisio
Title: Vice President and
Controller
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Frank Gallagher
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Name: Frank Gallagher
Title: Vice President