OPTION TO ELECT REPURCHASE. The undersigned hereby irrevocably requests and instructs the Company to repurchase $____ principal amount of this Note in accordance with Section 205 of the First Supplemental Indenture, on the "Repurchase Date," at the principal amount of the Note plus any interest thereon accrued but unpaid to the date of repurchase, to the undersigned at: (Please print or type name and address of the undersigned), and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining aggregate principal amount of this Security. For this Option to Elect Repurchase to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Trustee at c/o ____________________________________, no later than 5:00 p.m. on the third Business Day immediately preceding December 1, 2005. Dated: Signature: ---------------------------- -------------------------- Signature Guarantee: ---------------- Note: The signature to this Option to Elect Repurchase must correspond with the name as written upon the face of the within Note without alteration or enlargement or change whatsoever. ABBREVIATIONS The following abbreviations, when used in the inscription of 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian ---------------- -------------------- (Cust) (Minor) Under Uniform Gifts to Minors Act Additional abbreviations may also be used though not in the above list. ---------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------------------------------------- | | | | ------------------------------------------- -------------------------------------------------------------------------------- (Please Print or Typewrite Name and Address of Assignee) the within instrument of PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED and does hereby irrevocably constitute and appoint _________________________________ Attorney to transfer said instrument on the books of the within-named corporation, with full power of substitution in the premises. Dated: --------------------------- ------------------------------------- Signature NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration by enlargement or any change whatever. SCHEDULE OF INCREASES OR DECREASES The following increases or decreases in this Pledged Note have been made: Amount of increase Amount of decrease Principal amount of in principal in principal Note evidenced by Signature of amount of Note amount of Note the Pledged Note authorized officer evidenced by the evidenced by the following such of Trustee or Date Pledged Note Pledged Note decrease or increase Securities Custodian ---------------- ------------------ ------------------ -------------------- --------------------
Appears in 1 contract
Samples: First Supplemental Indenture (Public Service Enterprise Group Inc)
OPTION TO ELECT REPURCHASE. The undersigned hereby irrevocably requests and instructs the Company to repurchase $____ principal amount of this Note in accordance with Section 205 of the First Supplemental Indenture, on the "Repurchase Date," at the principal amount of the Note plus any interest thereon accrued but unpaid to the date of repurchase, to the undersigned at: (Please print or type name and address of the undersigned), and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining aggregate principal amount of this Security. For this Option to Elect Repurchase to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Trustee at c/o ____________________________________, no later than 5:00 p.m. on the third Business Day immediately preceding December 1, 2005. Dated: Signature: ---------------------------- ------------------------------ -------------------------- Signature Guarantee: ---------------- Note: The signature to this Option to Elect Repurchase Repayment must correspond with the name as written upon the face of the within Note without alteration or enlargement or change whatsoever. ABBREVIATIONS The following abbreviations, when used in the inscription of 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian ---------------- -------------------- ------------- ------------------- (Cust) (Minor) Under Uniform Gifts to Minors Act ---------- Additional abbreviations may also be used though not in the above list. ---------- ----------------------------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------------------------------------- | | | | ------------------------------------------- -------------------------------------------------------------------------------- (Please Print or Typewrite Name and Address of Assignee) the within instrument of PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED and does hereby irrevocably constitute and appoint _________________________________ Attorney to transfer said instrument on the books of the within-named corporation, with full power of substitution in the premises. Dated: ---------------------- --------------------------- ------------------------------------- Signature NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration by enlargement or any change whatever. SCHEDULE OF INCREASES OR DECREASES The following increases or decreases in this Pledged Global Note have been made: Amount of increase Amount of decrease Principal amount of in principal in principal Note evidenced by Signature of amount of Note amount of Note the Pledged Global Note authorized officer evidenced by the evidenced by the following such of Trustee or Date Pledged Global Note Pledged Global Note decrease or increase Securities Custodian ---------------- --------------- ------------------ ------------------ -------------------- ---------------------------------------- EXHIBIT C [FORM OF FACE OF NOTE] REGISTERED PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED SENIOR DEFERRABLE NOTE DUE 2007 No. R- $ PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, a corporation duly organized and existing under the laws of the State of New Jersey (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to herein), for value received, hereby promises to pay Wachovia Bank, National Association, as Purchase Contract Agent pursuant to the Purchase Contract Agreement (as defined in the Indenture), or registered assigns, the principal sum of $474,226,850 (Four Hundred Seventy Four Million, Two Hundred Twenty Six Thousand, Eight Hundred and Fifty Dollars) or such other principal sum as is reflected in the Schedule of Increases or Decreases attached hereto on November 16, 2007, and to pay interest on said principal sum from September 10, 2002, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 6.25% per annum to but excluding the Reset Effective Date, and at the Reset Rate thereafter (which rate shall not be higher than the maximum rate permitted by law) or, in the event of a Failed Secondary Remarketing, to but excluding November 16, 2007, until the principal hereof shall have become due and payable. The Company shall pay interest on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at 10.25% per annum to but excluding the Reset Effective Date, and at the Reset Rate thereafter, compounded quarterly (prior to the Reset Effective Date) or semiannually (on and after the Reset Effective Date). Interest shall be payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year, commencing November 16, 2002; provided that, following the Reset Effective Date, interest shall be payable semiannually in arrears on each May 16 and November 16, commencing November 16, 2005 (in the event that the Reset Effective Date is also the Initial Reset Date) or May 16, 2006 (in the event that the Reset Effective Date is also the Purchase Contract Settlement Date). If the Reset Effective Date is the Initial Reset Date and such date is not otherwise a scheduled Interest Payment Date, an interest payment shall be payable on the Initial Reset Date equal to the amount of interest accrued on the Notes from the most recent Interest Payment Date to but excluding the Initial Reset Date. In such case, interest payable on the Interest Payment Date next following the Initial Reset Date shall equal the amount of interest accrued from and including the Initial Reset Date to but excluding such Interest Payment Date. Each date on which interest is payable hereon is referred to herein as an "Interest Payment Date." The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable is not a Business Day, then payment of the interest payable on such date will be made on the next day that is a Business Day (and without any interest or other payment in respect of such delay), except that, if such Business Day is in the next calendar year, then such payment will be made on the preceding Business Day. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to herein, be paid to the Holder in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the Regular Record Date for such interest installment, which shall be the close of business on the Business Day preceding such Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date to be fixed by the Trustee referred to on the reverse side hereof for the payment of such defaulted interest, notice whereof shall be given to the Holders of this Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Note 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 premium, if any, and interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money mailed to the Holder's registered address or by wire transfer to a dollar account designated by the Holder. Interest on this Note is deferrable, at the election of the Company, in accordance with the terms of the First Supplemental Indenture, dated as of September 10, 2002 (the "First Supplemental Indenture"), between the Company and Wachovia Bank, National Association, as Trustee. Any deferred interest shall accrue interest at the rate set forth in the First Supplemental Indenture. This Note is, to the extent provided in the Indenture, unsecured and will rank in right of payment equally with all other unsecured and unsubordinated obligations of the Company. Additional provisions of this Note are set forth on the reverse side hereof, and such provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: First Supplemental Indenture (Public Service Enterprise Group Inc)
OPTION TO ELECT REPURCHASE. The undersigned hereby irrevocably requests and instructs the Company to repurchase $____ principal amount of this Note in accordance with Section 205 of the First Supplemental Indenture, on the "Repurchase Date," at the principal amount of the Note plus any interest thereon accrued but unpaid to the date of repurchase, to the undersigned at: (Please print or type name and address of the undersigned), and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining aggregate principal amount of this Security. For this Option to Elect Repurchase to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Trustee at c/o ________________________ _______________________, no later than 5:00 p.m. on the third Business Day immediately preceding December 1, 2005. Dated: ___________________________ Signature: ---------------------------- -------------------------- ______________________________ Signature Guarantee: ---------------- ____________________ Note: The signature to this Option to Elect Repurchase must correspond with the name as written upon the face of the within Note without alteration or enlargement or change whatsoever. ABBREVIATIONS The following abbreviations, when used in the inscription of 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _________________ Custodian ---------------- -------------------- _______________________ (Cust) (Minor) Under Uniform Gifts to Minors Act Additional abbreviations may also be used though not in the above list. ---------- _______________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------------------------------------- | | | | ------------------------------------------- ______________________________________________________________ ______________________________________________________________ -------------------------------------------------------------------------------- (Please Print or Typewrite Name and Address of Assignee) the within instrument of PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED and does hereby irrevocably constitute and appoint ___________________________________________ Attorney to transfer said instrument on the books of the within-named corporation, with full power of substitution in the premises. Dated: --------------------------- ------------------------------------- Signature NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration by enlargement or any change whatever. SCHEDULE OF INCREASES OR DECREASES The following increases or decreases in this Pledged Note have been made: Amount of increase Amount of decrease Principal amount of in principal in principal Note evidenced by Signature of amount of Note amount of Note the Pledged Note authorized officer evidenced by the evidenced by the following such of Trustee or Date Pledged Note Pledged Note decrease or increase Securities Custodian ---------------- ------------------ ------------------ -------------------- --------------------_____________________ ________________________________________ Signature
Appears in 1 contract
Samples: First Supplemental Indenture (Public Service Electric & Gas Co)
OPTION TO ELECT REPURCHASE. The undersigned hereby irrevocably requests and instructs the Company to repurchase $____ principal amount of this Note in accordance with Section 205 of the First Supplemental Indenture, on the "Repurchase Date," at the principal amount of the Note plus any interest thereon accrued but unpaid to the date of repurchase, to the undersigned at: (Please print or type name and address of the undersigned), and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining aggregate principal amount of this Security. For this Option to Elect Repurchase to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Trustee at c/o ________________________ _______________________, no later than 5:00 p.m. on the third Business Day immediately preceding December 1, 2005. Dated: __________________________ Signature: ---------------------------- -------------------------- _____________________________ Signature Guarantee: ---------------- ___________________ Note: The signature to this Option to Elect Repurchase Repayment must correspond with the name as written upon the face of the within Note without alteration or enlargement or change whatsoever. ABBREVIATIONS The following abbreviations, when used in the inscription of 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _________________ Custodian ---------------- -------------------- ___________________ (Cust) (Minor) Under Uniform Gifts to Minors Act _________________________________ Additional abbreviations may also be used though not in the above list. ---------- --------------------------------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------------------------------------- | | | | ------------------------------------------- -------------------------------------------------------------------------------- ______________________________________________________________ ______________________________________________________________ _________________________________________________________________________ (Please Print or Typewrite Name and Address of Assignee) the within instrument of PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED and does hereby irrevocably constitute and appoint ________________________________________ Attorney to transfer said instrument on the books of the within-named corporation, with full power of substitution in the premises. Dated: --------------------------- ------------------------------------- __________________________ ________________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration by enlargement or any change whatever. SCHEDULE OF INCREASES OR DECREASES The following increases or decreases in this Pledged Global Note have been made: Amount of increase Amount of decrease Principal amount of in principal in principal Note evidenced by Signature of amount of Note amount of Note the Pledged Global Note authorized officer evidenced by the evidenced by the following such of Trustee or Date Pledged Global Note Pledged Global Note decrease or increase Securities Custodian ---------------- ------------------ ------------------ -------------------- --------------------Date ----------------------------------------------------------------------------------------------- EXHIBIT C [FORM OF FACE OF NOTE] REGISTERED PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED SENIOR DEFERRABLE NOTE DUE 2007 No. R- $ PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, a corporation duly organized and existing under the laws of the State of New Jersey (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to herein), for value received, hereby promises to pay Wachovia Bank, National Association, as Purchase Contract Agent pursuant to the Purchase Contract Agreement (as defined in the Indenture), or registered assigns, the principal sum of $[ ] ([ ]) or such other principal sum as is reflected in the Schedule of Increases or Decreases attached hereto on November 16, 2007, and to pay interest on said principal sum from September 10, 2002, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 6.25% per annum to but excluding the Reset Effective Date, and at the Reset Rate thereafter (which rate shall not be higher than the maximum rate permitted by law) or, in the event of a Failed Secondary Remarketing, to but excluding November 16, 2007, until the principal hereof shall have become due and payable. The Company shall pay interest on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at 10.25% per annum to but excluding the Reset Effective Date, and at the Reset Rate thereafter, compounded quarterly (prior to the Reset Effective Date) or semiannually (on and after the Reset Effective Date). Interest shall be payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year, commencing November 16, 2002; provided that, following the Reset Effective Date, interest shall be payable semiannually in arrears on each May 16 and November 16, commencing November 16, 2005 (in the event that the Reset Effective Date is also the Initial Reset Date) or May 16, 2006 (in the event that the Reset Effective Date is also the Purchase Contract Settlement Date). If the Reset Effective Date is the Initial Reset Date and such date is not otherwise a scheduled Interest Payment Date, an interest payment shall be payable on the Initial Reset Date equal to the amount of interest accrued on the Notes from the most recent Interest Payment Date to but excluding the Initial Reset Date. In such case, interest payable on the Interest Payment Date next following the Initial Reset Date shall equal the amount of interest accrued from and including the Initial Reset Date to but excluding such Interest Payment Date. Each date on which interest is payable hereon is referred to herein as an "Interest Payment Date." The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable is not a Business Day, then payment of the interest payable on such date will be made on the next day that is a Business Day (and without any interest or other payment in respect of such delay), except that, if such Business Day is in the next calendar year, then such payment will be made on the preceding Business Day. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to herein, be paid to the Holder in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the Regular Record Date for such interest installment, which shall be the close of business on the Business Day preceding such Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date to be fixed by the Trustee referred to on the reverse side hereof for the payment of such defaulted interest, notice whereof shall be given to the Holders of this Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Note 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 premium, if any, and interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money mailed to the Holder's registered address or by wire transfer to a dollar account designated by the Holder. Interest on this Note is deferrable, at the election of the Company, in accordance with the terms of the First Supplemental Indenture, dated as of September 10, 2002 (the "First Supplemental Indenture"), between the Company and Wachovia Bank, National Association, as Trustee. Any deferred interest shall accrue interest at the rate set forth in the First Supplemental Indenture. This Note is, to the extent provided in the Indenture, unsecured and will rank in right of payment equally with all other unsecured and unsubordinated obligations of the Company. Additional provisions of this Note are set forth on the reverse side hereof, and such provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: First Supplemental Indenture (Public Service Electric & Gas Co)
OPTION TO ELECT REPURCHASE. The undersigned hereby irrevocably requests and instructs the Company to repurchase $____ principal amount of this Note in accordance with Section 205 of the First Supplemental Indenture, on the "Repurchase Date," at the principal amount of the Note plus any interest thereon accrued but unpaid to the date of repurchase, to the undersigned at: (Please print or type name and address of the undersigned), and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining aggregate principal amount of this Security. For this Option to Elect Repurchase Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Trustee at c/o ________________________ _______________________, no later than 5:00 p.m. on the third Business Day immediately preceding December 1, 2005. Dated: :_______________________________ Signature: ---------------------------- -------------------------- :______________________________ Signature Guarantee: ---------------- :____________________ Note: The signature to this Option to Elect Repurchase must correspond with the name as written upon the face of the within Note without alteration or enlargement or change whatsoever. ABBREVIATIONS The following abbreviations, when used in the inscription of 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _________________ Custodian ---------------- -------------------- ___________________ (Cust) (Minor) Under Uniform Gifts to Minors Act Additional abbreviations may also be used though not in the above list. ---------- _____________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------------------------------------- | | | | ------------------------------------------- -------------------------------------------------------------------------------- ______________________________________________________________ ______________________________________________________________ ________________________________________________________________________________ (Please Print or Typewrite Name and Address of Assignee) the within instrument of PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED and does hereby irrevocably constitute and appoint ___________________________________________ Attorney to transfer said instrument on the books of the within-named corporation, with full power of substitution in the premises. Dated: --------------------------- ------------------------------------- __________________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration by enlargement or any change whatever. SCHEDULE EXHIBIT B [FORM OF INCREASES FACE OF NOTE] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR DECREASES A NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND 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 NOMINEE OF THE DEPOSITARY TO A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR. REGISTERED PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED SENIOR DEFERRABLE NOTE DUE 2007 No. R-___________ $ CUSIP No.____________ PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, a corporation duly organized and existing under the laws of the State of New Jersey (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to herein), for value received, hereby promises to pay Cede & Co., or registered assigns, the principal sum of $[ ] ([ ]) or such other principal sum as is reflected in the Schedule of Increases or Decreases attached hereto on November 16, 2007, and to pay interest on said principal sum from September 10, 2002, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 6.25% per annum to but excluding the Reset Effective Date, and at the Reset Rate thereafter (which rate shall not be higher than the maximum rate permitted by law) or, in the event of a Failed Secondary Remarketing, to but excluding November 16, 2007, until the principal hereof shall have become due and payable. The Company shall pay interest on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at 10.25% per annum to but excluding the Reset Effective Date, and at the Reset Rate thereafter, compounded quarterly (prior to the Reset Effective Date) or semiannually (on and after the Reset Effective Date). Interest shall be payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year, commencing November 16, 2002; provided that, following increases the Reset Effective Date, interest shall be payable semi-annually in arrears on each May 16 and November 16, commencing November 16, 2005 (in the event that the Reset Effective Date is also the Initial Reset Date) or decreases May 16, 2006 (in this Pledged Note have been made: Amount of increase Amount of decrease Principal the event that the Reset Effective Date is also the Purchase Contract Settlement Date). If the Reset Effective Date is the Initial Reset Date and such date is not otherwise a scheduled Interest Payment Date, an interest payment shall be payable on the Initial Reset Date equal to the amount of in principal in principal Note evidenced by Signature of interest accrued on the Notes from the most recent Interest Payment Date to but excluding the Initial Reset Date. In such case, interest payable on the Interest Payment Date next following the Initial Reset Date shall equal the amount of Note interest accrued from and including the Initial Reset Date to but excluding such Interest Payment Date. Each date on which interest is payable hereon is referred to herein as an "Interest Payment Date." The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable is not a Business Day, then payment of the interest payable on such date will be made on the next day that is a Business Day (and without any interest or other payment in respect of such delay), except that, if such Business Day is in the next calendar year, then such payment will be made on the preceding Business Day. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to herein, be paid to the Holder in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the Pledged close of business on the Regular Record Date for such interest installment, which shall be the close of business on the Business Day preceding such Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Note authorized officer evidenced (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date to be fixed by the evidenced Trustee referred to on the reverse side hereof for the payment of such defaulted interest, notice whereof shall be given to the Holders of this Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Note 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 premium, if any, and interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money mailed to the Holder's registered address or by wire transfer to a dollar account designated by the following Holder. Interest on this Note is deferrable, at the election of the Company, in accordance with the terms of the First Supplemental Indenture, dated as of September 10, 2002 (the "First Supplemental Indenture"), between the Company and Wachovia Bank, National Association, as Trustee. Any deferred interest shall accrue interest at the rate set forth in the First Supplemental Indenture. This Note is, to the extent provided in the Indenture, unsecured and will rank in right of payment equally with all other unsecured and unsubordinated obligations of the Company. Additional provisions of this Note are set forth on the reverse side hereof, and such provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or Date Pledged Note Pledged Note decrease be valid or increase Securities Custodian ---------------- ------------------ ------------------ -------------------- --------------------obligatory for any purpose.
Appears in 1 contract
Samples: First Supplemental Indenture (Public Service Electric & Gas Co)
OPTION TO ELECT REPURCHASE. The undersigned hereby irrevocably requests and instructs the Company to repurchase $____ principal amount of this Note in accordance with Section 205 of the First Supplemental Indenture, on the "Repurchase Date," at the principal amount of the Note plus any interest thereon accrued but unpaid to the date of repurchase, to the undersigned at: (Please print or type name and address of the undersigned), and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining aggregate principal amount of this Security. For this Option to Elect Repurchase Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Trustee at c/o ________________________ _______________________, no later than 5:00 p.m. on the third Business Day immediately preceding December 1, 2005. Dated: Signature: ---------------------------- ------------------------------ -------------------------- Signature Guarantee: ---------------- Note: The signature to this Option to Elect Repurchase must correspond with the name as written upon the face of the within Note without alteration or enlargement or change whatsoever. ABBREVIATIONS The following abbreviations, when used in the inscription of 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian ---------------- -------------------- -------------- ----------------- (Cust) (Minor) Under Uniform Gifts to Minors Act Additional abbreviations may also be used though not in the above list. ---------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------------------------------------- | | | | ------------------------------------------- -------------------------------------------------------------------------------- (Please Print or Typewrite Name and Address of Assignee) the within instrument of PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED and does hereby irrevocably constitute and appoint _____________________________________ Attorney to transfer said instrument on the books of the within-named corporation, with full power of substitution in the premises. Dated: --------------------------- ------------------------------------- ------------------------------- Signature NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration by enlargement or any change whatever. SCHEDULE EXHIBIT B [FORM OF INCREASES FACE OF NOTE] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR DECREASES A NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND 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 NOMINEE OF THE DEPOSITARY TO A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR. REGISTERED PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED SENIOR DEFERRABLE NOTE DUE 2007 No. R- $ --------------- CUSIP No. -------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, a corporation duly organized and existing under the laws of the State of New Jersey (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to herein), for value received, hereby promises to pay Cede & Co., or registered assigns, the principal sum of $474,226,850 (Four Hundred Seventy Four Million, Two Hundred Twenty Six Thousand, Eight Hundred and Fifty Dollars) or such other principal sum as is reflected in the Schedule of Increases or Decreases attached hereto on November 16, 2007, and to pay interest on said principal sum from September 10, 2002, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 6.25% per annum to but excluding the Reset Effective Date, and at the Reset Rate thereafter (which rate shall not be higher than the maximum rate permitted by law) or, in the event of a Failed Secondary Remarketing, to but excluding November 16, 2007, until the principal hereof shall have become due and payable. The Company shall pay interest on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at 10.25% per annum to but excluding the Reset Effective Date, and at the Reset Rate thereafter, compounded quarterly (prior to the Reset Effective Date) or semiannually (on and after the Reset Effective Date). Interest shall be payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year, commencing November 16, 2002; provided that, following increases the Reset Effective Date, interest shall be payable semi-annually in arrears on each May 16 and November 16, commencing November 16, 2005 (in the event that the Reset Effective Date is also the Initial Reset Date) or decreases May 16, 2006 (in this Pledged Note have been made: Amount of increase Amount of decrease Principal the event that the Reset Effective Date is also the Purchase Contract Settlement Date). If the Reset Effective Date is the Initial Reset Date and such date is not otherwise a scheduled Interest Payment Date, an interest payment shall be payable on the Initial Reset Date equal to the amount of in principal in principal Note evidenced by Signature of interest accrued on the Notes from the most recent Interest Payment Date to but excluding the Initial Reset Date. In such case, interest payable on the Interest Payment Date next following the Initial Reset Date shall equal the amount of Note interest accrued from and including the Initial Reset Date to but excluding such Interest Payment Date. Each date on which interest is payable hereon is referred to herein as an "Interest Payment Date." The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable is not a Business Day, then payment of the interest payable on such date will be made on the next day that is a Business Day (and without any interest or other payment in respect of such delay), except that, if such Business Day is in the next calendar year, then such payment will be made on the preceding Business Day. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to herein, be paid to the Holder in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the Pledged close of business on the Regular Record Date for such interest installment, which shall be the close of business on the Business Day preceding such Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Note authorized officer evidenced (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date to be fixed by the evidenced Trustee referred to on the reverse side hereof for the payment of such defaulted interest, notice whereof shall be given to the Holders of this Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Note 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 premium, if any, and interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money mailed to the Holder's registered address or by wire transfer to a dollar account designated by the following Holder. Interest on this Note is deferrable, at the election of the Company, in accordance with the terms of the First Supplemental Indenture, dated as of September 10, 2002 (the "First Supplemental Indenture"), between the Company and Wachovia Bank, National Association, as Trustee. Any deferred interest shall accrue interest at the rate set forth in the First Supplemental Indenture. This Note is, to the extent provided in the Indenture, unsecured and will rank in right of payment equally with all other unsecured and unsubordinated obligations of the Company. Additional provisions of this Note are set forth on the reverse side hereof, and such provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or Date Pledged Note Pledged Note decrease be valid or increase Securities Custodian ---------------- ------------------ ------------------ -------------------- --------------------obligatory for any purpose.
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Samples: First Supplemental Indenture (Public Service Enterprise Group Inc)
