EX-4 3 power_1qtr02ex4-7.txt PSEG POWER LLC Exhibit 4.7 ------------------------------------------------ FIRST SUPPLEMENTAL INDENTURE Dated as of March 13, 2002 ------------------------------------------------ SUPPLEMENTAL TO INDENTURE DATED AS OF APRIL 16, 2001 ------------------------------------------------ PSEG Power LLC PSEG Nuclear LLC PSEG Fossil LLC PSEG Energy Resources and Trade LLC To The Bank of New York, Trustee ------------------------------------------------ SUPPLEMENTAL INDENTURE, dated as of March 13, 2002, among PSEG POWER LLC, a Delaware limited liability company (hereinafter called the "Company"), having its principal office at 80 Park Plaza, Newark, NJ 07102, PSEG NUCLEAR LLC, a Delaware limited liability company (hereinafter called "Nuclear"), having its principal office at 80 Park Plaza, Newark, NJ 07102, PSEG FOSSIL LLC, a Delaware limited liability company (hereinafter called "Fossil"), having its principal office at 80 Park Plaza, Newark, NJ 07102, PSEG ENERGY RESOURCES & TRADE LLC, a Delaware limited liability company (hereinafter called "ER&T"), having its principal office at 80 Park Plaza, Newark, NJ 07102, (Nuclear, Fossil and ER&T are sometimes hereinafter referred to as the "Subsidiary Guarantors") and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (hereinafter called the "Trustee"), having a Corporate Trust Office at 101 Barclay Street, Floor 21 West, New York, New York 10286, Attention: Corporate Trust Trustee Administration. WHEREAS, on April 16, 2001, the Company and the Subsidiary Guarantors executed and delivered to the Trustee an indenture providing for the issuance of the Company's senior debt securities (the "Indenture"); and WHEREAS, Subsection 901(9) of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may, without the consent of the holders of any outstanding senior debt securities, enter into an indenture supplemental to the Indenture in order to cure any ambiguity, to correct or supplement any provision therein which may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising under the Indenture which shall not be inconsistent with the provisions thereof; provided that such provisions shall not adversely affect the interests of the holders of any outstanding series of debt securities in any material respect; and WHEREAS, the Company has requested the Trustee to enter into this First Supplemental Indenture to clarify a potential ambiguity in the application of Section 1008(b) of the Indenture to certain pass-through financing activities of special purpose subsidiaries of the Company; and WHEREAS, the execution and delivery of this First Supplemental Indenture have been duly authorized by the Board of Directors of the Company; and WHEREAS, the Company represents that execution of this First Supplemental Indenture shall not adversely affect the interests of the holders of any outstanding series of senior debt securities issued under the Indenture in any material respect; and WHEREAS, the Company represents that all things necessary to make this First Supplemental Indenture a valid and binding agreement supplemental to the Indenture have been done and performed: NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH that it is hereby agreed between and among the Company, the Subsidiary Guarantors and the Trustee as follows: SECTION 1. That the following shall be substituted for Section 1008(b) of the Indenture in its entirety: Subsidiaries Other Than Restricted Subsidiaries Except for parental guaranties of debt service reserves, surety bonds, equity guarantees, performance bonds and bid bonds entered into in the ordinary course of business aggregating at any one time not more than $100 million, the Company shall not permit any Subsidiary that is not a Restricted Subsidiary to, directly or indirectly, Incur any Obligations (including, without limitation, Acquired Obligations) that are recourse to the Company or any Restricted Subsidiary. For purposes of this Section 1008(b), preferred securities issued by special purpose subsidiaries of the Company shall not be deemed to be recourse to the Company. SECTION 2. That all other provisions of the Indenture are confirmed in their entirety. SECTION 3. The recitals contained herein shall be taken as the statements of the Company or the Subsidiary Guarantors, as the case may be, and the Trustee shall not assume any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. ******************* IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written. PSEG POWER LLC By: MORTON A. PLAWNER -------------------------------------------------- Name: Morton A. Plawner Title: Vice President and Treasurer PSEG ENERGY RESOURCES & TRADE LLC By: MORTON A. PLAWNER -------------------------------------------------- Name: Morton A. Plawner Title: Vice President and Treasurer PSEG FOSSIL LLC By: MORTON A. PLAWNER -------------------------------------------------- Name: Morton A. Plawner Title: Vice President and Treasurer PSEG NUCLEAR LLC By: MORTON A. PLAWNER -------------------------------------------------- Name: Morton A. Plawner Title: Vice President and Treasurer THE BANK OF NEW YORK, as Trustee By: -------------------------------------------------- Name: Title: