EXHIBIT 4
REGISTERED REGISTERED
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
FLOATING RATE NOTE DUE MAY 21, 2002
NO. 1 PRINCIPAL AMOUNT:
$275,000,000
CUSIP: 744573AF3
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of DTC and any payment is made
to Cede & Co., 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.
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, a corporation duly
organized and existing under the laws of the State of New Jersey (herein
referred to as the "Company"), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal amount of Two Hundred
Seventy-Five Million Dollars ($275,000,000), on May 21, 2002 ("Stated Maturity")
(unless and to the extent earlier redeemed prior to such date) and to pay
interest thereon from November 21, 2000 or from the most recent Interest Payment
Date (as defined below) to which interest has been paid or duly provided for in
arrears on each February 21, May 21, August 21, and November 21, commencing
February 21 2001 (each, an "Interest Payment Date"), and at maturity or earlier
redemption, until the principal hereof is paid or made available for payment.
<PAGE>
Interest payments for this Note shall include interest accrued to but excluding
each Interest Payment Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall, as provided in the Indenture
(as defined below), be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date, which shall be the 15th calendar day (whether or not a
Business Day) next preceding such Interest Payment Date. Except as otherwise
provided in the Indenture, any interest not punctually paid or duly provided for
on any Interest Payment Date ("Defaulted Interest") shall forthwith cease to be
payable to the Holder on the Regular Record Date with respect to such Interest
Payment Date by virtue of having been such Holder and may either (1) be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee (as defined below), notice of
which shall be given to Holders of Notes not less than 10 days prior to such
Special Record Date, or (2) be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. Payment of the principal of and interest,
if any, on this Note shall be made at the Corporate Trust Office of the Trustee
or at the office or agency of the Trustee maintained for that purpose in the
Borough of Manhattan, The City of New York, and at any other office or agency
maintained by the Company for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company, payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register
and provided, further, that the Holder of this Note shall be entitled to receive
payments of principal of and interest, if any, on this Note by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 days prior to the applicable
payment date.
Reference is hereby made to the further provisions of this Note set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee or its duly appointed co-authenticating agent by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, Public Service Enterprise Group Incorporated has
caused this Instrument to be signed by the signature or facsimile signature of
its Chairman of the Board, its President, a Vice President, its Treasurer or an
Assistant Treasurer and attested by its Secretary or an Assistant Secretary by
his signature or a facsimile thereof, and its corporate seal or a facsimile of
its corporate seal to be affixed hereunto or imprinted hereon.
(SEAL) PUBLIC SERVICE ENTERPRISE
GROUP INCORPORATED
By ____________________________________
Title: Treasurer
Attest:
-------------------------------
Title: Secretary
Dated: November 21, 2000
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
<PAGE>
This Note is one of a duly authorized issue of securities (the
"Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to) issued and to be issued pursuant to
such Indenture. This Security is one of a series designated by the Company as
its Floating Rate Notes due May 21, 2002 (the "Notes") and will be subject,
without the consent of the holders of any series of Securities, 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. The Indenture does not limit the aggregate principal
amount of the Notes or the Securities.
The Company issued this Note pursuant to an Indenture, dated as of
November 1, 1998 (the "Indenture" which term, for the purpose of this Note,
shall include the Officers' Certificate dated November 21, 2000, delivered
pursuant to Section 301 of the Indenture), between the Company and First Union
National Bank, as trustee (the "Trustee," which term includes any successor
trustee under the Indenture), 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 Holders of the Notes and of the terms upon which the Notes are, and
are to be, authenticated and delivered.
There shall be no sinking fund for the Notes.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 and any amount in excess thereof that is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of like tenor of any authorized denomination, as
requested by the Holder surrendering the same, upon surrender of the Note or
Notes to be exchanged at any office or agency described below where Notes may be
presented for registration of transfer.
Interest on this Note shall accrue from November 21, 2000 (or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for) and be payable quarterly in arrears, on each February 21, May 21,
August 21 and November 21, commencing February 21, 2001. The interest rate on
the Notes shall be reset quarterly and the Notes shall bear interest at a per
annum rate (computed on the basis of the actual number of days elapsed over a
360-day year) equal to LIBOR (as defined below) for the applicable Interest
Period (as defined below), plus 0.875%. Interest on this Note shall accrue from
and including the most recent Interest Payment Date to which interest has been
paid or duly provided for to but excluding the applicable Interest Payment Date,
Stated Maturity or date of earlier redemption, as the case may be.
If any Interest Payment Date (other than at Stated Maturity) or
redemption date would otherwise be a day that is not a Business Day (as defined
below), such Interest Payment Date, or redemption date shall be postponed to the
next succeeding day that is a Business Day.
<PAGE>
The Notes will bear interest for each quarterly Interest Period at a
per annum rate determined by the Calculation Agent (as defined below) subject to
the maximum interest rate permitted by New Jersey or other applicable state law,
as such law may be modified by United States law of general application. The
interest rate applicable during each quarterly Interest Period will be equal to
LIBOR on the Interest Determination Date for such Interest Period plus 0.875%.
Promptly upon such determination, the Calculation Agent will notify the Company
and the Trustee, if the Trustee is not then serving as the Calculation Agent, of
the interest rate for the new Interest Period. The interest rate determined by
the Calculation Agent, absent manifest error, shall be binding and conclusive
upon the Company, the beneficial owners and holders of the Notes and the
Trustee.
"Calculation Agent" means First Union National Bank, or its successor
appointed by the Company, acting as calculation agent.
"Interest Determination Date" means the second London Business Day (as
defined below) immediately preceding the first day of the relevant Interest
Period.
"Interest Period" means the period commencing on an Interest Payment
Date for the Notes (or, with respect to the initial Interest Period only,
commencing on the issue date for the Notes) and ending on the day before the
next succeeding Interest Payment Date for the Notes.
"LIBOR" for any Interest Determination Date will be the offered rate
for deposits in U.S. dollars having an index maturity of three months for a
period commencing on the second London Business Day (as defined below)
immediately following the applicable Interest Determination Date in amounts of
not less than U.S. $1,000,000, as such rate appears on Telerate Page 3750 (as
defined below) or a successor reporter of such rates selected by the Calculation
Agent and acceptable to the Company, at approximately 11:00 a.m., London time,
on the Interest Determination Date (the "Reported Rate").
"Telerate Page 3750" means the display designated on page 3750 on
Bridge Telerate, Inc. (or such other page as may replace the 3750 page on that
service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits).
<PAGE>
If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Notes as
follows:
(1) In the event no Reported Rate appears on Telerate Page 3750 as of
approximately 11:00 a.m., London time, on an Interest Determination
Date, the Calculation Agent shall request the principal London offices
of each of four major banks in the London interbank market selected by
the Calculation Agent (after consultation with the Company) to provide
a quotation (the "Rate Quotation") at which three month deposits in
amounts of not less than U.S. $1,000,000 are offered by it to prime
banks in the London interbank market, as of approximately 11:00 a.m.,
London time, on such Interest Determination Date, that is
representative of a single transaction at such time (the
"Representative Amounts"). If at least two Rate Quotations are
provided, the interest rate will be the arithmetic mean of such
quotations obtained by the Calculation Agent plus 0.875%.
(2) In the event no Reported Rate appears on Telerate Page 3750 as of
approximately 11:00 a.m., London time, on an Interest Determination
Date and there are fewer than two Rate Quotations, the interest rate
will be the arithmetic mean of the rates quoted at approximately 11:00
a.m., New York City time, on such Interest Determination Date by three
major banks in New York City selected by the Calculation Agent (after
consultation with the Company) for loans in Representative Amounts in
U.S. dollars to leading European banks having an index maturity of
three months for a period commencing on the second London Business Day
immediately following such Interest Determination Date plus 0.875%;
provided, however, that if fewer than three banks selected by the
Calculation Agent are quoting such rates, the interest rate for the
applicable Interest Period will be the same as the interest rate in
effect for the immediately preceding Interest Period.
"Business Day" means any day other than (i) a Saturday or
Sunday (ii) a day on which banking institutions in New York, New York are
authorized or obligated by law, regulation or executive order to remain
closed or (iii) a day on which the Trustee's corporate trust office is closed
for business and is a London Business Day. "London Business Day" means a day
that is a day on which dealings in deposits in U.S. dollars are transacted in
the London interbank market.
All percentages resulting from any calculation of any interest
rate for this Note shall be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one millionths of a percentage
point rounded upward and all dollar amounts shall be rounded to the nearest
cent, with one-half cent being rounded upward.
<PAGE>
This Note may not be redeemed by the Company prior to May 21,
2001. On that date and on each succeeding Interest Payment Date, the Notes
may be redeemed, at the option of the Company, in whole or in part, upon
notice thereof (as described below) given not less than 30 nor more than 60
calendar days prior to the redemption date. In the event that less than all
of the outstanding Notes are to be redeemed, the Notes to be redeemed shall
be selected by such method as the Company shall deem fair and appropriate.
The redemption price for any redemption (the "Redemption Price") shall be
equal to 100% of the principal amount to be redeemed plus any accrued and
unpaid interest to the date of redemption (the "Redemption Date").
All notices of redemption shall state the redemption date, the
Redemption Price, if fewer than all the outstanding Notes are to be redeemed,
the identification (and, in the case of partial redemption, the principal
amounts) of the particular Notes to be redeemed, that on the Redemption Date
the Redemption Price shall become due and payable upon each Note, or portion
thereof, to be redeemed, that interest on each Note, or portion thereof,
called for redemption shall cease to accrue on the Redemption Date and the
place or places where Notes may be surrendered for redemption.
In the event of redemption of this Note in part only, a new
Note or Notes of like tenor for the unredeemed portion hereof shall be issued
in authorized denominations in the name of the Holder hereof upon the
cancellation hereof.
For all purposes of this Note and the Indenture, unless the
context otherwise requires, all provisions relating to the redemption by the
Company of this Note shall relate, in the case that this Note is redeemed or
to be redeemed by the Company only in part to that portion of the principal
amount of this Note that has been or is to be redeemed.
If an Event of Default (as set forth in the Indenture) with
respect to Notes shall occur 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.
The Indenture permits, in certain circumstances therein
specified, the amendment thereof without the consent of the Holders of the
Securities. The Indenture also permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations under the Indenture of the Company and the rights of Holders of
the Securities of each series to be affected 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 the Securities at the time Outstanding of
each series to be affected. The Indenture also contains provisions permitting
the Holders of a majority in aggregate principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all the
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
<PAGE>
No reference herein to the Indenture and no provision of this
Note, subject to the provisions for satisfaction and discharge in Article
Four of the Indenture, shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
The Indenture permits the Company, by irrevocably depositing,
in amounts and maturities sufficient to pay and discharge at the Stated
Maturity or redemption date, as the case may be, the entire indebtedness on
all Outstanding Notes, cash or U.S. Government Obligations with the Trustee
in trust solely for the benefit of the Holders of all Outstanding Notes, to
defease the Indenture with respect to such Notes, and upon such deposit the
Company shall be deemed to have paid and discharged its entire indebtedness
on such Notes. Thereafter, Holders would be able to look only to such trust
fund for payment of principal and interest at the Stated Maturity or
redemption date, as the case may be.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of Notes is registrable in the
Security Register, upon surrender of a Note for registration of transfer at
the Corporate Trust Office of the Trustee or at the office or agency of the
Trustee in the Borough of Manhattan, The City of New York, or at such other
offices or agencies as the Company may designate, 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
like tenor, of authorized denominations and for the same aggregate principal
amount, shall be issued to the designated transferee or transferees.
No service charge shall be made by the Company, the Trustee or
the Security Registrar 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 (other than exchanges
pursuant to Sections 304, 906 or 1107 of the Indenture, not involving any
transfer).
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 Person in whose name this Note is registered 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.
This Note shall be governed by and construed in accordance
with the law of the State of New Jersey without regard to principles of
conflicts of laws.
All undefined terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT _____Custodian _____
(Cust.) (Minor)
TEN ENT - as tenants by the entireties Under Uniform Gifts to Minor Act
(State)
JT TEN - as joint tenants with right of survivor-
ship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Employer
Identification number of assignee
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Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
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The within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________ attorney to transfer said Security on
the books of the Company, with full power of substitution in the premises.
Dated: __________ _______________________
Signature
NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Note in every particular,
without alteration or enlargement or any change whatever.
