Exhibit 4-4
GLOBAL NOTE
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 L.L.C. (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. 69361L AJ 0 $135,000,000
No. 2
PSEG ENERGY HOLDINGS L.L.C.
8.625% Senior Note due 2008
GLOBAL NOTE
PSEG ENERGY HOLDINGS L.L.C., a New Jersey limited liability company
(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 $135,000,000 on February 15, 2008 (the "Stated Maturity Date"), unless
redeemed or repurchased in accordance with the provisions of this Global Note,
and, to the extent not previously paid, to pay interest on the outstanding
principal amount of this Global Note from February 15, 2002, semi-annually in
arrears on February 15 and August 15 in each year, commencing August 15, 2002
(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 August 15, 2002 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.
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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 Global 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 Global 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 Global 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 Global 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
Global 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
Global 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 security is the Global Note issued on the date hereof which
represents 100% of the principal amount of the Company's 8.625% Senior Notes due
2008 (the "Notes"). This Global Note is one of the duly authorized issues of
securities of the Company (the "Securities"), issued or to be issued in one or
more series under the Indenture dated as of October 8, 1999 between Wachovia
Bank, National Association (formerly known as First Union National Bank) (the
"Trustee") and the Company (together with all supplements thereto, the
"Indenture"), to which Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and
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each of the holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered and transferred. The Notes will
be limited to $535,000,000 aggregate principal amount, except as permitted in
the Indenture. All terms used in this Global Note which are not defined herein
shall have the meanings assigned to them in the Indenture.
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 Global 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 50 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 Global 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 Global Note (or such
portion hereof) called for redemption.
This Global 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 Global 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 Global 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
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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 50 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 Global 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 Global
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 Global Note not tendered for
repayment will continue to accrue interest;
5. that interest on this Global 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 Global Note elects to have Global
Notes repurchased pursuant to a Resources Offer, such Holder
will be required to surrender this Global 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 Global Notes the Holder delivered for repayment, and
a statement that such Holder is withdrawing its election to
have such Global Notes repurchased; and
8. that the Holder of this Global Note electing only a portion of
this Global Note to be repurchased will be issued new Global
Notes in a principal amount equal to the portion of this
Global Note not subject to such election.
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
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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 Global Note (or portion hereof) to be repurchased. The Trustee
shall as soon as practicable promptly mail to the Holder of this Global Note
payment in an amount equal to the Resources Repayment Price and as soon as
practicable authenticate and mail to such Holder a new Global Note in a
principal amount equal to any portion of this Global 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 Global Note
shall have the right to require the Company to repurchase this Global 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 Global 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., UBS
Warburg LLC, Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc. and
their respective successors; provided, however, that if any of 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
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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.
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 Global
Note and upon all future Holders of this Global 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 Global 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
Global 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 Global 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 Global Note is registrable in the Security Register upon surrender of this
Global 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
Global 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
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Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Global 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 Global Notes are exchangeable for a like aggregate
principal amount of Global Notes of different authorized denominations, as
requested by the Holders surrendering the same.
This Global 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.
Prior to due presentment of this Global Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder of this Global Note as the owner hereof for all purposes, whether or
not this Global 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 Global 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 Global Note shall be governed by and construed in
accordance with the law of the State of New Jersey.
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Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Global 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: __________, 2002 PSEG ENERGY HOLDINGS L.L.C.
By: _______________________
Treasurer
Attest: _______________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
WACHOVIA BANK, NATIONAL
ASSOCIATION, 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: __________________________________
__________________________________
(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 Global Note repurchased by the Company
upon a Change of Control, check this box: [ ]
If you wish to elect to have only part of this Global Note repurchased by
the Company upon a Change of Control, state the amount: $
If you wish to elect to have this Global Note repurchased by the Company
upon a Resources Transaction, check this box: [ ]
If you wish to elect to have only part of this Global Note repurchased by
the Company upon a Resources Transaction, state the amount: $
Dated: ____________________ Signed: __________________________________
__________________________________
(Sign exactly as your name appears
on the other side of this Security)
Signature Guarantee: ___________________________________________________________