Exhibit 4.7
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 POWER LLC 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. $
No.
PSEG POWER LLC
Senior Note due
GLOBAL NOTE
PSEG POWER LLC, a Delaware 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 $ (or such lesser
amount as shall be the outstanding principal amount of this Global Note shown in
Schedule A hereto) on (the "Stated Maturity Date"), unless redeemed in
accordance with the provisions of this Global Note, and to pay interest on the
outstanding principal amount of this Global Note from , semi-annually in arrears
on 15 and 15 of each year, commencing (each, an "Interest Payment Date") at %
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 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 twelve 30-day months.
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Each of Nuclear, Fossil and ER&T has jointly, severally and
unconditionally, guaranteed the payment of principal, premium, if any, and
interest with respect to this Global Note.
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 fifteenth day (whether or not a
Business Day (as defined below)) immediately preceding the applicable 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 Global 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.
Payments of principal, premium, if any, and interest with respect to 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. Payment of the principal of and any premium on this Global Note
on the Stated Maturity Date or date of earlier redemption will be made in
immediately available funds 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. Payments of interest on an Interest Payment
Date will be made, 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 with
respect to this Global Note 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 additional interest shall be
payable on the next succeeding Business Day as a result of such delayed payment.
General. This Global Note is one of the duly authorized series of
securities of the Company (the "Securities"), issued or to be issued under the
Indenture, dated as of April 16, 2001, among The Bank of New York, as trustee
(the "Trustee"), the Company, Fossil, Nuclear and ER&T (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, Fossil, Nuclear, ER&T, the Trustee and
each of the holders of the Securities and of the terms upon which the Securities
are, and are to be,
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authenticated and delivered and transferred. The Notes will be limited to $
aggregate principal amount, except as permitted in the Indenture, and will be
subject, without the consent of the holders of any series of Securities under
the Indenture, to the issuance of additional Notes in the future having the same
terms, other than the date of original issuance and the date on which interest
begins to accrue, so as to form one series with the Notes. All terms used in
this Global Note which are not defined herein shall have the meanings given to
them in the Indenture.
Guarantee of ER&T Obligations; Payment of Dividends by ER&T to the
Company. The provisions of Section 1009 of the Indenture relating to the
guarantee of the Obligations of ER&T by the Company and the provisions of
Section 1010 of the Indenture relating to the payment of dividends by ER&T to
the Company shall apply to this Global Note.
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 (or portion thereof) 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 (the "Redemption Price") equal to the greater of (i) 100% of the
principal amount of this Global Note (or portion thereof) to be redeemed, or
(ii) the sum, as determined by the Calculation Agent (as defined below), of the
present values of the principal amount of this Global Note (or portion thereof)
to be redeemed and the remaining scheduled payments of interest thereon from the
date of redemption (the "Redemption Date") to (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 30 basis points, plus, in either case,
unpaid interest thereon accrued to the Redemption Date.
If money sufficient to pay the Redemption Price 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.
Certain Definitions. "Comparable Treasury Issue" means, with respect to
any Redemption Date for this Global Note (or portion hereof) to be redeemed, the
United States Treasury security selected by the Independent Investment Banker
(as defined below) as having the maturity comparable to the Remaining Life of
this Global Note (or portion hereof) to be redeemed 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 this Global Note (or portion hereof) to be redeemed.
"Calculation Agent" means The Bank of New York or such successor
Calculation Agent as is appointed by the Company.
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"Comparable Treasury Price" means, with respect to any Redemption Date for
this Global Note (or portion hereof) to be redeemed, (a) the average of four
Reference Treasury Dealer Quotations (as defined below) for the Redemption Date
for this Global Note (or portion hereof) to be redeemed, after excluding the
highest and lowest of such Reference Treasury Dealer Quotations, obtained by the
Calculation Agent, or, (b) if the Calculation Agent obtains fewer than four
Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means the Reference Treasury Dealer
appointed by the Trustee after consultation with the Company. "Reference
Treasury Dealer" means each of four primary U.S. Government securities dealers
in New York City selected by the Trustee in consultation with the Company and
initially will include Morgan Stanley & Co. Incorporated and Salomon Smith
Barney, Inc. If any Reference Treasury Dealer ceases to be a primary U.S.
government securities dealer, the Trustee will substitute another primary U.S.
government securities dealer for that dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Calculation Agent, 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 Calculation Agent by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date: (a) the yield
for the maturity corresponding to the Comparable Treasury Issue, under the
heading that represents the average for the immediately preceding week appearing
in the most recently published statistical release designated "H.15(519)" or any
successor publication that is published weekly by the Board of Governors of the
Federal Reserve System and that establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," provided, that if no maturity is within three
months before or after the Stated Maturity Date, the yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
will be determined and the Treasury Rate shall be interpolated or extrapolated
from those yields on a straight line basis, rounding to the nearest month; or
(b) if the release referred to in clause (a) (or any successor release) is not
published during the week preceding the calculation date or does not contain the
yields referred to above, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated 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. The
Treasury Rate will be calculated on the third Business Day preceding the
Redemption Date.
Reports. So long as this Global Note remains Outstanding, the Company will
file with the Trustee, within 30 days of filing them with the Securities and
Exchange Commission (the "SEC"), copies of the current, quarterly and annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) that the Company is required to file with the SEC pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). If the Company is not subject to the requirements of Section 13
or Section 15(d) of the Exchange Act and this Global Note remains Outstanding,
the Company must nevertheless file with the SEC
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(if permitted) and the Trustee, on the date upon which the Company would have
been required to file with the SEC, current, quarterly and annual financial
statements, including any notes thereto (and with respect to annual reports, an
auditor's report by a firm of established national reputation, upon which the
Trustee may conclusively rely), and a "Management's Discussion and Analysis of
Financial Condition and Results of Operations," both comparable to that which
the Company would have been required to include in such current, quarterly and
annual reports, information, documents or other reports on Forms 8-K, 10-Q and
10-K if the Company was subject to the requirements of Section 13 or 15(d) of
the Exchange Act; provided that the Company will not be required to register
under the Exchange Act by virtue of this provision, if not otherwise required to
do so.
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
each Guarantor 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,
each Guarantor 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 Global Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal, premium, if any, and
interest with respect to 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 in the Indenture, which provisions apply to this Global Note.
Authorized Denominations. The Notes are issuable only in registered form
without coupons in minimum denominations of $1,000 and integral multiples of
$1,000 in excess thereof.
Registration of Transfer or Exchange of this Global Note. 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
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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 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 within the meaning of the Indenture.
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 Notes 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
Note will receive Notes in certificated form 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 of $1,000 in excess 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.
Interests in this Global Note are exchangeable or transferable in whole or
in part for interests in the Temporary Regulation S Global Note or Regulation S
Global Note, in each case of the same series, only if such exchange or transfer
complies with the Indenture.
Governing Law. This Global Note shall be governed by and construed in
accordance with the law of the State of New York.
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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.
Dated: PSEG POWER LLC
By: ____________________________
Vice President and Treasurer
Attest: ____________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
Dated: __________________
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: ___________________________________________________________
Dated: ___________________ Signed: _________________________________________
(Sign exactly as your name appears on the
other side of this Security)
Signature Guarantee: ___________________________________________________________
SCHEDULE A
SCHEDULE OF EXCHANGES
---------------------
The following exchanges of Notes for Notes represented by this Global Note have
been made:
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Change in
Principal
Principal Amount of this Principal
amount of this Global Note amount of this Notation made
Global Note as Date exchange due to Global Note by or on behalf
of made exchange due to exchange of the Company
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