Exhibit 4(e)

PSEG Power LLC



2.50% Senior Notes due 2013

5.125% Senior Notes due 2020



Registration Rights Agreement

                                                                                                                         April
  5, 2010

To the Initial Purchasers and the Dealer-Managers 

set forth in Schedule A attached hereto

Ladies and Gentlemen:

     PSEG Power LLC, a Delaware limited liability company (the “Company”), proposes to issue (i) upon the terms set forth in the Purchase Agreement (as defined herein), its 2.50% Senior Notes due 2013 and its 5.125% Senior Notes due 2020 and (ii) upon the terms set forth in the Dealer-Manager Agreement (as defined herein), additional 5.125% Senior Notes due 2020, in each case, which will be entitled to the benefits of guarantees (the “Guarantees”) from each of PSEG Fossil LLC, a Delaware limited liability company, PSEG Nuclear LLC, a Delaware limited liability company, and PSEG Energy Resources & Trade LLC, a Delaware limited liability company (collectively, the “Guarantors”). Accordingly, as an inducement for the Initial Purchasers (as
defined herein) to enter into the Purchase Agreement and for the Dealer-Managers (as defined herein) to enter into the Dealer-Manager Agreement, each of the Company and the
Guarantors agrees with the Initial Purchasers and the Dealer-Managers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

     1. Certain Definitions. For purposes of this Registration Rights Agreement, the following terms shall have the following respective meanings:

     “2011 Notes”
  shall mean the 7.75% Senior Notes due 2011 of the Company.

     “2013 Notes” shall mean, collectively, the 2.50% Senior Notes due 2013 of the Company and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture.

     “2020 Notes” shall mean, collectively, the 5.125% Senior Notes due 2020 of the Company and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture.

     “Additional Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

     “Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Registration Rights Agreement.









     The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

     “Blackout Period” shall have the meaning assigned thereto in Section 3(h) hereof.

     “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in Newark, New Jersey or The City of New York are authorized or obligated by law or executive order to close.

     “Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

     “Company” shall have the meaning set forth in the first paragraph of this Registration Rights Agreement.

     “Dealer-Manager Agreement” shall mean the Dealer-Manager Agreement, dated March 29, 2010, among the Dealer-Managers, the Company and the Guarantors.

     “Dealer-Managers” shall mean Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Barclays Capital Inc.

     “Effective Time” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

     “Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

     “Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

     “Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.

     “Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

     “Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

     “Guarantees” shall have the meaning set forth in the first paragraph of this Registration Rights Agreement.

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     “Guarantors” shall have the meaning set forth in the first paragraph of this Registration Rights Agreement.

     The term “holder” shall mean each person who acquires Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

     “Indenture” shall mean the Indenture, dated as of April 16, 2001, among the Company, the Guarantors and The Bank of New York Mellon (formerly The Bank of New York), as Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of March 13, 2002, and as the same shall be supplemented or amended from time to time, and shall include the terms of the Securities established pursuant to officer’s certificates under Section 301 thereof.

     “Initial Purchasers” shall mean Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Banc of America Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and U.S. Bancorp Investments, Inc.

     “Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

     The term “person” shall mean a corporation, limited liability company, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

     “Proposed Exchange Offer” shall mean the Company’s offer to exchange up to $250 million of the 2011 Notes for 2020 Notes and cash upon the terms and subject to the conditions set forth in a confidential offering memorandum dated March 29, 2010 and accompanying letter of transmittal, in each case, as may be amended or supplemented (including by documents incorporated by reference therein).

     “Purchase Agreement” shall mean the Purchase Agreement, dated March 29, 2010, among the Initial Purchasers, the Company and the Guarantors.

     “Registrable Securities” shall mean each Security; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer (provided that any Exchange Security that, pursuant to the second to last and third to last sentences of Section 2(a) hereof, is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 hereof for the Resale Period); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes
effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration
Statement; (iii) such Security is eligible to be distributed to the public pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is or will be removed by the

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Company pursuant to the Indenture or such legend does not apply pursuant to the Indenture or the Securities; or (iv) such Security shall cease to be outstanding for purposes of the Indenture.

     “Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

     “Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

     “Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for (1) Registrable Securities acquired by such broker-dealer directly from the Company for its own account or (2) Registrable Securities that are 2020 Notes acquired by such broker-dealer in exchange for 2011 Notes contemplated
to be exchanged pursuant to the Proposed Exchange Offer that were acquired directly from the Company for its own account.

     “Rule 144” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

     “Securities” shall mean, collectively, the 2013 Notes and the 2020 Notes.

     “Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

     “Settlement Date” shall mean the initial issuance date of the Securities or, if later, the settlement date relating to the Proposed Exchange Offer.

     “Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

     “Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

     “Trustee” shall mean The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the Indenture.

     Unless the context otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a “Registrable Security” shall include a reference to the Guarantees and, unless the context otherwise requires, shall include a reference to each of the 2013 Notes and the 2020 Notes as a separate series of debt securities under the Indenture. Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Registration Rights Agreement, and the words “herein,” “hereof” and

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“hereunder” and other words of similar import refer to this Registration Rights Agreement as a whole and not to any particular Section or other subdivision.


  2. Registration Under the Securities Act.

  (a) Except as set forth in Section 2(b) hereof,
    each of the Company and the Guarantors agrees, at their own expense, to use
    all commercially reasonable efforts to (i) file with the Commission under
    the Securities Act, as soon as practicable, but no later than 120 days after
    the Settlement Date, a registration statement relating to an offer to exchange
    (such registration statement, the “Exchange Registration Statement”,
    and such offer, the “Exchange Offer”) any and all of such Registrable
    Securities for a like aggregate principal amount of debt securities issued
    by the Company and guaranteed by the Guarantors, which debt securities and
    guarantees are substantially identical to the Securities and the Guarantees,
    respectively (and are entitled to the benefits of a trust indenture which
    is substantially identical to the Indenture or is the Indenture and which
    has been qualified under the Trust Indenture Act), except that they have been
    registered pursuant to an effective registration statement under the Securities
    Act and do not contain provisions for the Additional Interest contemplated
    in Section 2(c) hereof (such new debt securities and guarantees are hereinafter
    called “Exchange Securities”), (ii) cause the Exchange Registration
    Statement to become effective under the Securities Act within 180 days of
    the Settlement Date (unless the Exchange Registration Statement is reviewed
    by the Commission, in which case within 240 days of the Settlement Date),
    (iii) commence the Exchange Offer promptly after the Exchange Registration
    Statement has become effective and keep the Exchange Registration Statement
    effective until the closing of the Exchange Offer, (iv) hold the Exchange
    Offer open for at least 20 Business Days (or longer if required by applicable
    law) after the date that notice of the Exchange Offer is mailed to holders
    of Registrable Securities, (v) exchange Exchange Securities for all Registrable
    Securities that have been properly tendered and not withdrawn on or prior
    to the expiration of the Exchange Offer and (vi) complete the Exchange Offer
    no later than 45 days after the Effective Time. The Exchange Offer will be
    registered under the Securities Act on the appropriate form and will comply
    with all applicable tender offer rules and regulations under the Exchange
    Act. The Exchange Offer shall be deemed to have been completed upon the earlier
    to occur of (i) the Company having exchanged the Exchange Securities for all
    outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
    the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities
    for all Registrable Securities that have been properly tendered and not withdrawn
    before the expiration of the Exchange Offer, which shall be on a date that
    is at least 20 Business Days following the commencement of the Exchange Offer.
    The Company agrees (x) to include in the Exchange Registration Statement a
    prospectus for use in any resales by any holder of Exchange Securities that
    is a broker-dealer and (y) to keep such Exchange Registration Statement effective
    for a period (the “Resale Period”) beginning when Exchange Securities
    are first issued in the Exchange Offer and ending upon the earlier of the
    expiration of the 180th day after the Exchange Offer has been completed and
    such time as such broker-dealers no longer own any Registrable Securities.
    With respect to such Exchange Registration Statement, such holders shall have
    the benefit of the rights of indemnification and contribution set forth in
    Sections 6(a), (c), (d) and (e) hereof. Each holder of Registrable Securities
    who participates in an



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  Exchange Offer will be required to represent to
    the Company in writing (which may be contained in the applicable letter of
    transmittal relating to such Exchange Offer) that it is not a Restricted Holder.

  (b) If (i) the Company and the Guarantors are not
    permitted to consummate the Exchange Offer because the Exchange Offer is not
    permitted by applicable law or Commission regulations or interpretations,
    (ii) the Exchange Offer has not been completed within 225 days after the Settlement
    Date (unless the Exchange Registration Statement is reviewed by the Commission,
    in which case within 285 days after the Settlement Date) or (iii) upon notice
    to the Company by any holder of any Registrable Securities that such holder
    is not eligible to participate in the Exchange Offer, the Company shall, in
    lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange
    Offer contemplated by Section 2(a) hereof, file with the Commission under
    the Securities Act as soon as practicable, but no later than 45 days after
    the earlier of any event in clause (i), (ii) or (iii) of this Section 2(b)
    or, if later, 120 days after the Settlement Date, a “shelf’ registration
    statement providing for the registration of, and the sale on a continuous
    or delayed basis by the holders of, all of such Registrable Securities, pursuant
    to Rule 415 or any similar rule that may be adopted by the Commission (such
    filing, the “Shelf Registration” and such registration statement,
    the “Shelf Registration Statement”). Each of the Company and the
    Guarantors agrees to use all commercially reasonable efforts (x) to cause
    the Shelf Registration Statement to become or be declared effective under
    the Securities Act no later than 120 days after the event in clause (i), (ii)
    or (iii) of this Section 2(b) (unless such Shelf Registration Statement is
    reviewed by the Commission, in which case no later than 180 days after such
    event) or, if later, 180 days after the Settlement Date (unless such Shelf
    Registration Statement is reviewed by the Commission, in which case no later
    than 240 days after the Settlement Date) and to keep such Shelf Registration
    Statement continuously effective for a period ending on the earlier of the
    first anniversary of the Effective Time of such Shelf Registration Statement
    and such time as all such Registrable Securities covered by the Shelf Registration
    Statement have either been sold as contemplated in the Shelf Registration
    Statement or shall cease to be Registrable Securities; provided, however,
    that no holder shall be entitled to be named as a selling securityholder in
    the Shelf Registration Statement or to use the prospectus forming a part thereof
    for resales of such Registrable Securities unless such holder is an Electing
    Holder, and (y) after the Effective Time of the Shelf Registration Statement,
    promptly upon the request of any holder of such Registrable Securities that
    is not then an Electing Holder, to take any action reasonably necessary to
    enable such holder to use the prospectus forming a part thereof for resales
    of such Registrable Securities, including, without limitation, any action
    necessary to identify such holder as a selling securityholder in the Shelf
    Registration Statement, provided, however, that nothing in this clause (y)
    shall relieve any such holder of the obligation to return a completed and
    signed Notice and Questionnaire to the Company in accordance with Section
    3(d)(iii) hereof. Each of the Company and the Guarantors further agrees to
    supplement or make amendments to the Shelf Registration Statement, as and
    when required by the rules, regulations or instructions applicable to the
    registration form used by the Company and the Guarantors for such Shelf Registration
    Statement or by the Securities Act or rules and regulations thereunder for
    shelf registration, and the Company



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  agrees to furnish to each Electing Holder copies
    of any such supplement or amendment prior to its being used or promptly following
    its filing with the Commission.

  (c) In the event that:

  
         (i) the Exchange
      Registration Statement is not filed with the Commission on or prior to the
      120th calendar day after the Settlement Date, then, commencing on the 121st
      calendar day after the Settlement Date, additional interest (the “Additional
      Interest”) shall accrue on the principal amount of the Registrable
      Securities over and above the otherwise applicable interest rate at a rate
      of 0.25% per annum, plus an additional 0.25% per annum from and during any
      period in which such event has continued for more than 90 calendar days,

         (ii) the Exchange
      Registration Statement is not declared effective by the Commission on or
      prior to the 180th calendar day after the Settlement Date (unless the Exchange
      Registration Statement is reviewed by the Commission, in which case the
      240th calendar day after the Settlement Date), then, commencing on the 181st
      calendar day after the Settlement Date (unless the Exchange Registration
      Statement is reviewed by the Commission, in which case the 241st calendar
      day after the Settlement Date), Additional Interest shall accrue on the
      principal amount of the Registrable Securities over and above the otherwise
      applicable interest rate at a rate of 0.25% per annum, plus an additional
      0.25% per annum from and during any period in which such event has continued
      for more than 90 calendar days,

         (iii) (A) the Exchange
      Offer has not been completed on or prior to the 225th calendar day after
      the Settlement Date (unless the Exchange Registration Statement is reviewed
      by the Commission, in which case the 285th calendar day after the Settlement
      Date) or (B) if the Shelf Registration Statement is required to be filed
      pursuant to Section 2(b) of this Registration Rights Agreement but is not
      declared effective by the Commission on or prior to the later of the 120th
      calendar day after the date of any event set forth in clause (i), (ii) or
      (iii) of Section 2(b) of this Registration Rights Agreement (unless the
      Shelf Registration Statement is reviewed by the Commission, in which case
      the 180th calendar day after the date of such event) and the 180th calendar
      day after the Settlement Date (unless the Shelf Registration Statement is
      reviewed by the Commission, in which case the 240th calendar day after the
      Settlement Date), then, commencing on the 226th calendar day after the Settlement
      Date (unless the Exchange Registration Statement is reviewed by the Commission,
      in which case the 286th calendar day after the Settlement Date), in the
      case of clause (A) above, or the 121st calendar day after the date of such
      event set forth in clause (i), (ii) or (iii) of Section 2(b) of this Registration
      Rights Agreement (unless the Shelf Registration Statement is reviewed by
      the Commission, in which case the 181st calendar day after the date of such
      event) or the 181st calendar day after the Settlement Date (unless the Shelf
      Registration Statement is reviewed by the Commission, in which case the
      241st calendar day after the Settlement Date), in the case of clause (B)
      above, as the case may be, Additional Interest shall accrue on the principal
      amount of the

  



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    Registrable Securities over and above the otherwise
      applicable interest rate at the rate of 0.25% per annum, plus an additional
      0.25% per annum from and during any period in which such event has continued
      for more than 90 calendar days,

         (iv) the Exchange
      Registration Statement has been declared effective and such Exchange Registration
      Statement ceases to be continuously effective or the prospectus contained
      in such Exchange Registration Statement ceases to be usable for its intended
      purpose (A) at any time prior to the expiration of the Resale Period or
      (B) if related to corporate developments, public filings with the Commission
      or similar events or because such prospectus contains an untrue statement
      of a material fact or omits to state a material fact required to be stated
      therein or necessary in order to make the statements therein not misleading,
      and such failure continues for more than 45 days (whether or not consecutive
      and whether or not arising out of a single or multiple circumstances) in
      any twelve month period, Additional Interest shall accrue on the principal
      amount of the Registrable Securities over and above the otherwise applicable
      interest rate at a rate of 0.25% per annum commencing on the day that (in
      the case of (A) above), or the 46th (cumulative) day after (in the case
      of (B) above), such Exchange Registration Statement ceases to be effective
      or such prospectus ceases to be usable for its intended purposes, plus an
      additional 0.25% per annum from and during any period in which such event
      has continued for more than 90 calendar days; or

         (v) the Shelf Registration
      Statement has been declared effective and such Shelf Registration Statement
      ceases to be continuously effective or the prospectus contained in such
      Shelf Registration Statement ceases to be usable for resales (A) at any
      time prior to the expiration of the period set forth in Section 2(b) of
      this Registration Rights Agreement or (B) if related to corporate developments,
      public filings with the Commission or similar events or because such prospectus
      contains an untrue statement of a material fact or omits to state a material
      fact required to be stated therein or necessary in order to make the statements
      therein not misleading, and such failure continues for more than 45 days
      (whether or not consecutive and whether or not arising out of a single or
      multiple circumstances) in any twelve-month period, Additional Interest
      shall accrue on the principal amount of the Registrable Securities over
      and above the otherwise applicable interest rate at a rate of 0.25% per
      annum commencing on the day that (in the case of (A) above), or the 46th
      (cumulative) day after (in the case of (B) above), such Shelf Registration
      Statement ceases to be effective or such prospectus ceases to be usable
      for resales, plus an additional 0.25% per annum from and during any period
      in which such event has continued for more than 90 calendar days,

    provided, however, that the aggregate amount
      of Additional Interest in respect of the Registrable Securities may not
      exceed 0.50% per annum (regardless of whether multiple events triggering
      Additional Interest under this Section 2(c) exist); provided, further,
      however, that (1) upon the filing of the Exchange Registration Statement
      (in the case of clause (i) above), (2) upon the effectiveness

  



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    of the Exchange Registration Statement (in the
      case of clause (ii) above), (3) upon the completion of the Exchange Offer
      (in the case of clause (iii)(A) above) or upon the effectiveness of the
      Shelf Registration Statement (in the case of clause (iii)(B) above), (4)
      upon the earlier of (x) such time as the Exchange Registration Statement
      which had ceased to remain effective or such prospectus which had ceased
      to be usable for its intended purpose again becomes effective or usable
      for its intended purpose, as applicable, and (y) the expiration of the Resale
      Period (each in the case of clause (iv) above), and (5) upon the earlier
      of (x) such time as the Shelf Registration Statement which had ceased to
      remain effective or such prospectus which had ceased to be usable for resales
      again becomes effective or usable for resales, as applicable, and (y) the
      expiration of the period set forth in Section 2(b) of this Registration
      Rights Agreement (each in the case of clause (v) above), Additional Interest
      on the principal amount of the Registrable Securities as a result of such
      clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding
      anything to the contrary in this Section 2(c), Additional Interest shall
      not accrue on any Registrable Security if the holder thereof failed to comply
      with its obligations to make the representations set forth in Section 2(a)
      hereof or failed to provide the information required to be provided by it,
      if any, pursuant to Section 3(d) hereof.

  

  (d) Each of the Company and the Guarantors shall
    take all actions necessary or advisable to be taken to ensure that the transactions
    contemplated herein are effected as so contemplated.

  (e) Any reference herein to a registration statement
    as of any time shall be deemed to include any document incorporated, or deemed
    to be incorporated, therein by reference as of such time and any reference
    herein to any post-effective amendment to a registration statement as of any
    time shall be deemed to include any document incorporated, or deemed to be
    incorporated, therein by reference as of such time.

  (f) Interest on each Exchange Security will accrue
    from the last interest payment date on which interest was paid on the Registrable
    Security surrendered in exchange therefor or, if no interest has been paid
    on such Registrable Security, from the original issue date of such Registrable
    Security.

  3. Registration Procedures.

  If the Company and the Guarantors file a registration
    statement pursuant to Section 2(a) or 2(b) hereof, the following provisions
    shall apply:

  (a) At or before the Effective Time of the Exchange
    Registration or the Shelf Registration, as the case may be, the Company shall
    qualify the Indenture under the Trust Indenture Act of 1939.

  (b) In the event that such qualification would require
    the appointment of a new trustee under the Indenture, the Company shall appoint
    a new trustee thereunder pursuant to the applicable provisions of the Indenture.



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  (c) In connection with the obligations of the Company
    and the Guarantors with respect to the registration of Exchange Securities
    as contemplated by Section 2(a) hereof (the “Exchange Registration”),
    if applicable, each of the Company and the Guarantors shall, as soon as practicable
    (or as otherwise specified):

  
    (i) prepare and file with the Commission, as soon
      as practicable but no later than 120 days after the Settlement Date, an
      Exchange Registration Statement on any form which may be utilized by the
      Company and the Guarantors and which shall permit the Exchange Offer and
      resales of Exchange Securities by broker-dealers during the Resale Period
      to be effected as contemplated by Section 2(a) hereof, and use all commercially
      reasonable efforts to cause such Exchange Registration Statement to become
      effective as soon as practicable thereafter;

    (ii) as soon as practicable prepare and file with
      the Commission such amendments and supplements to such Exchange Registration
      Statement and the prospectus included therein as may be necessary to effect
      and maintain the effectiveness of such Exchange Registration Statement for
      the periods and purposes contemplated in Section 2(a) hereof and as may
      be required by the applicable rules and regulations of the Commission and
      the instructions applicable to the form of such Exchange Registration Statement,
      and promptly provide each broker-dealer holding Exchange Securities with
      such number of copies of the prospectus included therein (as then amended
      or supplemented), in conformity in all material respects with the requirements
      of the Securities Act and the Trust Indenture Act and the rules and regulations
      of the Commission thereunder, as such broker-dealer reasonably may request
      prior to the expiration of the Resale Period, for use in connection with
      resales of Exchange Securities;

    (iii) promptly notify each broker-dealer that
      has requested or received copies of the prospectus included in such registration
      statement, and confirm such advice in writing, (A) when such Exchange Registration
      Statement or the prospectus included therein or any prospectus amendment
      or supplement or post-effective amendment has been filed, and, with respect
      to such Exchange Registration Statement or any post-effective amendment,
      when the same has become effective, (B) of any comments by the Commission
      and by the blue sky or securities commissioner or regulator of any state
      with respect thereto or any request by the Commission for amendments or
      supplements to such Exchange Registration Statement or prospectus or for
      additional information, (C) of the issuance by the Commission of any stop
      order suspending the effectiveness of such Exchange Registration Statement
      or the initiation or threatening of any proceedings for that purpose, (D)
      if at any time the representations and warranties of the Company contemplated
      by Section 5 hereof cease to be true and correct in all material respects,
      (E) of the receipt by the Company of any notification with respect to the
      suspension of the qualification of the Exchange Securities for sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose, or (F) at any time during the Resale Period when a prospectus is
      required to be delivered under the Securities Act, that such Exchange Registration
      Statement, prospectus, prospectus amendment or supplement or post-effective
      amendment

  



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    does not conform in all material respects to the
      applicable requirements of the Securities Act and the Trust Indenture Act
      and the rules and regulations of the Commission thereunder or contains an
      untrue statement of a material fact or omits to state any material fact
      required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances then existing;

    (iv) in the event that the Company would be required,
      pursuant to Section 3(c)(iii)(F) hereof, to notify any broker-dealers holding
      Exchange Securities, without delay prepare and furnish to each such holder
      a reasonable number of copies of a prospectus supplemented or amended so
      that, as thereafter delivered to purchasers of such Exchange Securities
      during the Resale Period, such prospectus shall conform in all material
      respects to the applicable requirements of the Securities Act and the Trust
      Indenture Act and the rules and regulations of the Commission thereunder
      and shall not contain an untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading in light of the circumstances then
      existing;

    (v) use all commercially reasonable efforts to
      obtain the withdrawal of any order suspending the effectiveness of such
      Exchange Registration Statement or any post-effective amendment thereto
      at the earliest practicable date;

    (vi) use all commercially reasonable efforts to
      (A) register or qualify the Exchange Securities under the securities laws
      or blue sky laws of such jurisdictions as are contemplated by Section 2(a)
      hereof no later than the commencement of the Exchange Offer, (B) keep such
      registrations or qualifications in effect and comply with such laws so as
      to permit the continuance of offers, sales and dealings therein in such
      jurisdictions until the expiration of the Resale Period and (C) take any
      and all other actions as may be reasonably necessary or advisable to enable
      each broker/dealer holding Exchange Securities to consummate the disposition
      thereof in such jurisdictions; provided, however, that neither the Company
      nor any Guarantor shall be required for any such purpose to (1) qualify
      as a foreign corporation in any jurisdiction wherein it would not otherwise
      be required to qualify but for the requirements of this Section 3(c)(vi),
      (2) consent to general service of process in any such jurisdiction or (3)
      make any changes to its organizational documents or any agreement between
      it and its stockholders;

    (vii) use all commercially reasonable efforts
      to obtain the consent or approval of each governmental agency or authority,
      whether federal, state or local, which may be required to effect the Exchange
      Registration, the Exchange Offer and the offering and sale of Exchange Securities
      by broker-dealers during the Resale Period;

    (viii) provide a CUSIP number for all Exchange
      Securities, not later than the applicable Effective Time; and

  



11










  
    (ix) comply with all applicable rules and regulations
      of the Commission, and make generally available to its securityholders as
      soon as practicable but no later than eighteen months after the effective
      date of such Exchange Registration Statement, an earning statement of the
      Company and its subsidiaries complying with Section 11(a) of the Securities
      Act (including, at the option of the Company, Rule 158 thereunder).

  

  (d) In connection with the obligations of the Company
    and the Guarantors with respect to the Shelf Registration, if applicable,
    each of the Company and the Guarantors shall, as soon as practicable (or as
    otherwise specified):

  
    (i) prepare and file with the Commission, as soon
      as practicable but in any case within the time periods specified in Section
      2(b) hereof, a Shelf Registration Statement on any form which may be utilized
      by the Company and the Guarantors and which shall register all of the Registrable
      Securities for resale by the holders thereof in accordance with such method
      or methods of disposition as may be specified by such of the holders as,
      from time to time, may be Electing Holders and use all commercially reasonable
      efforts to cause such Shelf Registration Statement to become effective as
      soon as practicable but in any case within the time periods specified in
      Section 2(b) hereof;

    (ii) not less than 30 calendar days prior to the
      Effective Time of the Shelf Registration Statement, mail the Notice and
      Questionnaire to the holders of Registrable Securities; no holder shall
      be entitled to be named as a selling securityholder in the Shelf Registration
      Statement as of the Effective Time, and no holder shall be entitled to use
      the prospectus forming a part thereof for resales of Registrable Securities
      at any time, unless such holder has returned a completed and signed Notice
      and Questionnaire to the Company by the deadline for response set forth
      therein; provided, however, that holders of Registrable Securities shall
      have at least 28 calendar days from the date on which the Notice and Questionnaire
      is first mailed to such holders to return a completed and signed Notice
      and Questionnaire to the Company;

    (iii) after the Effective Time of the Shelf Registration
      Statement, upon the request of any holder of Registrable Securities that
      is not then an Electing Holder, promptly send a Notice and Questionnaire
      to such holder; provided that the Company shall not be required to take
      any action to name such holder as a selling securityholder in the Shelf
      Registration Statement or to enable such holder to use the prospectus forming
      a part thereof for resales of Registrable Securities until such holder has
      returned a completed and signed Notice and Questionnaire to the Company;

    (iv) as soon as practicable prepare and file with
      the Commission such amendments and supplements to such Shelf Registration
      Statement and the prospectus included therein as may be necessary to effect
      and maintain the effectiveness of such Shelf Registration Statement for
      the period specified in Section 2(b) hereof and as may be required by the
      applicable rules and regulations

  



12










  
    of the Commission and the instructions applicable
      to the form of such Shelf Registration Statement, and furnish to the Electing
      Holders copies of any such supplement or amendment simultaneously with or
      prior to its being used or filed with the Commission;

    (v) comply with the provisions of the Securities
      Act with respect to the disposition of all of the Registrable Securities
      covered by such Shelf Registration Statement in accordance with the intended
      methods of disposition by the Electing Holders provided for in such Shelf
      Registration Statement;

    (vi) provide (A) the Electing Holders, (B) the
      underwriters (which term, for purposes of this Registration Rights Agreement,
      shall include a person deemed to be an underwriter within the meaning of
      Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales
      or placement agent therefor, (D) counsel for any such underwriter or agent
      and (E) not more than one counsel for all the Electing Holders the opportunity
      to participate in the preparation of such Shelf Registration Statement,
      each prospectus included therein or filed with the Commission and each amendment
      or supplement thereto;

    (vii) for a reasonable period prior to the filing
      of such Shelf Registration Statement, and throughout the period specified
      in Section 2(b) hereof, make available at reasonable times at the Company’s
      principal place of business or such other reasonable place for inspection
      by the persons referred to in Section 3(d)(vi) hereof who shall certify
      to the Company that they have a current intention to sell the Registrable
      Securities pursuant to the Shelf Registration such financial and other information
      and books and records of the Company and the Guarantors, and cause the officers,
      employees, counsel and independent certified public accountants of the Company
      and the Guarantors to respond to such inquiries, as shall be reasonably
      necessary, in the judgment of the counsel referred to in such Section, to
      conduct a reasonable investigation within the meaning of Section 11 of the
      Securities Act; provided, however, that each such party shall be required
      to maintain in confidence and not to disclose to any other person any information
      or records reasonably designated by the Company as being confidential, until
      such time as (A) such information becomes a matter of public record (whether
      by virtue of its inclusion in such registration statement or otherwise),
      or (B) such person shall be required so to disclose such information pursuant
      to a subpoena or order of any court or other governmental agency or body
      having jurisdiction over the matter (subject to the requirements of such
      order, and only after such person shall have given the Company prompt prior
      written notice of such requirement), or (C) such information is required
      to be set forth in such Shelf Registration Statement or the prospectus included
      therein or in an amendment to such Shelf Registration Statement or an amendment
      or supplement to such prospectus in order that such Shelf Registration Statement,
      prospectus, amendment or supplement, as the case may be, complies with applicable
      requirements of the federal securities laws and the rules and regulations
      of the Commission and does not contain an untrue statement of a material
      fact or omit to state therein a

  



13










  
    material fact required to be stated therein or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing;

    (viii) promptly notify each of the Electing Holders,
      any sales or placement agent therefor and any underwriter thereof (which
      notification may be made through any managing underwriter that is a representative
      of such underwriter for such purpose) and confirm such advice in writing,
      (A) when such Shelf Registration Statement or the prospectus included therein
      or any prospectus amendment or supplement or post-effective amendment has
      been filed, and, with respect to such Shelf Registration Statement or any
      post-effective amendment, when the same has become effective, (B) of any
      comments by the Commission and by the blue sky or securities commissioner
      or regulator of any state with respect thereto or any request by the Commission
      for amendments or supplements to such Shelf Registration Statement or prospectus
      or for additional information, (C) of the issuance by the Commission of
      any stop order suspending the effectiveness of such Shelf Registration Statement
      or the initiation or threatening of any proceedings for that purpose, (D)
      if at any time the representations and warranties set forth in Section 5
      hereof or those contemplated by Section 3(d)(xvii) hereof cease to be true
      and correct in all material respects, (E) of the receipt by the Company
      of any notification with respect to the suspension of the qualification
      of the Registrable Securities for sale in any jurisdiction or the initiation
      or threatening of any proceeding for such purpose, or (F) if at any time
      when a prospectus is required to be delivered under the Securities Act,
      that such Shelf Registration Statement, prospectus, prospectus amendment
      or supplement or post-effective amendment does not conform in all material
      respects to the applicable requirements of the Securities Act and the Trust
      Indenture Act and the rules and regulations of the Commission thereunder
      or contains an untrue statement of a material fact or omits to state any
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing;

    (ix) use all commercially reasonable efforts to
      obtain the withdrawal of any order suspending the effectiveness of such
      registration statement or any post-effective amendment thereto at the earliest
      practicable date;

    (x) if requested by any managing underwriter or
      underwriters, any placement or sales agent or any Electing Holder, promptly
      incorporate in a prospectus supplement or post-effective amendment such
      information as is required by the applicable rules and regulations of the
      Commission and as such managing underwriter or underwriters, such agent
      or such Electing Holder specifies should be included therein relating to
      the terms of the sale of such Registrable Securities, including information
      with respect to the principal amount of Registrable Securities being sold
      by such Electing Holder or agent or to any underwriters, the name and description
      of such Electing Holder, agent or underwriter, the offering price of such
      Registrable Securities and any discount, commission or other compensation
      payable in respect thereof, the purchase price being paid therefor by such
      underwriters and with respect to any other terms of the offering of the

  



14










  
    Registrable Securities to be sold by such Electing
      Holder or agent or to such underwriters; and make all required filings of
      such prospectus supplement or post-effective amendment promptly after notification
      of the matters to be incorporated in such prospectus supplement or post-effective
      amendment;

    (xi) furnish to each Electing Holder, each placement
      or sales agent, if any, therefor, each underwriter, if any, thereof and
      the counsel referred to in Section 3(d)(vi) hereof a conformed copy of such
      Shelf Registration Statement, each such amendment and supplement thereto
      (in each case including all exhibits thereto (in the case of an Electing
      Holder of Registrable Securities, upon request) and documents incorporated
      by reference therein) and such number of copies of such Shelf Registration
      Statement (excluding exhibits thereto and documents incorporated by reference
      therein unless specifically so requested by such Electing Holder, agent
      or underwriter, as the case may be) and of the prospectus included in such
      Shelf Registration Statement (including each preliminary prospectus and
      any summary prospectus), in conformity in all material respects with the
      applicable requirements of the Securities Act and the Trust Indenture Act
      and the rules and regulations of the Commission thereunder, and such other
      documents, as such Electing Holder, agent, if any, and underwriter, if any,
      may reasonably request in order to facilitate the offering and disposition
      of the Registrable Securities owned by such Electing Holder, offered or
      sold by such agent or underwritten by such underwriter and to permit such
      Electing Holder, agent and underwriter to satisfy the prospectus delivery
      requirements of the Securities Act; and the Company hereby consents to the
      use of such prospectus (including such preliminary and summary prospectus)
      and any amendment or supplement thereto by each such Electing Holder and
      by any such agent and underwriter, in each case in the form most recently
      provided to such person by the Company, in connection with the offering
      and sale of the Registrable Securities covered by the prospectus (including
      such preliminary and summary prospectus) or any supplement or amendment
      thereto;

    (xii) use all commercially reasonable efforts
      to (A) register or qualify the Registrable Securities to be included in
      such Shelf Registration Statement under such securities laws or blue sky
      laws of such jurisdictions as any Electing Holder and each placement or
      sales agent, if any, therefor and underwriter, if any, thereof shall reasonably
      request, (B) keep such registrations or qualifications in effect and comply
      with such laws so as to permit the continuance of offers, sales and dealings
      therein in such jurisdictions during the period the Shelf Registration is
      required to remain effective under Section 2(b) hereof and for so long as
      may be necessary to enable any such Electing Holder, agent or underwriter
      to complete its distribution of Securities pursuant to such Shelf Registration
      Statement and (C) take any and all other actions as may be reasonably necessary
      or advisable to enable each such Electing Holder, agent, if any, and underwriter,
      if any, to consummate the disposition in such jurisdictions of such Registrable
      Securities; provided, however, that neither the Company nor any Guarantor
      shall be required for any such purpose to (1) qualify as a foreign corporation
      in any jurisdiction wherein it would not otherwise be required to qualify
      but for the requirements of

  



15










  
    this Section 3(d)(xii), (2) consent to general
      service of process in any such jurisdiction or (3) make any changes to its
      organizational documents or any agreement between it and its stockholders;

    (xiii) use all commercially reasonable efforts
      to obtain the consent or approval of each governmental agency or authority,
      whether federal, state or local, which may be required to effect the Shelf
      Registration or the offering or sale in connection therewith;

    (xiv) unless any Registrable Securities shall
      be in book-entry only form, cooperate with the Electing Holders and the
      managing underwriters, if any, to facilitate the timely preparation and
      delivery of certificates representing Registrable Securities to be sold,
      which certificates, if so required by any securities exchange upon which
      any Registrable Securities are listed, shall be penned, lithographed or
      engraved, or produced by any combination of such methods, on steel engraved
      borders, and which certificates shall not bear any restrictive legends;
      and, in the case of an underwritten offering, enable such Registrable Securities
      to be in such denominations and registered in such names as the managing
      underwriters may request at least two Business Days prior to any sale of
      the Registrable Securities;

    (xv) provide a CUSIP number for all Registrable
      Securities, not later than the applicable Effective Time;

    (xvi) enter into one or more underwriting agreements,
      engagement letters, agency agreements, “best efforts” underwriting
      agreements or similar agreements, as appropriate, including customary provisions
      relating to indemnification and contribution, and take such other actions
      in connection therewith as any Electing Holders aggregating at least 25%
      in aggregate principal amount of the Registrable Securities at the time
      outstanding shall request in order to expedite or facilitate the disposition
      of such Registrable Securities;

    (xvii) whether or not an agreement of the type
      referred to in Section 3(d)(xvi) hereof is entered into and whether or not
      any portion of the offering contemplated by the Shelf Registration is an
      underwritten offering or is made through a placement or sales agent or any
      other entity, (A) make such representations and warranties to the Electing
      Holders and the placement or sales agent, if any, therefor and the underwriters,
      if any, thereof in form, substance and scope as are customarily made in
      connection with an offering of debt securities pursuant to any appropriate
      agreement or to a registration statement filed on the form applicable to
      the Shelf Registration; (B) obtain an opinion of counsel to the Company
      and the Guarantors in customary form and covering such matters, of the type
      customarily covered by such an opinion, as the managing underwriters, if
      any, or as any Electing Holders of at least 25% in aggregate principal amount
      of the Registrable Securities at the time outstanding may reasonably request,
      addressed to such Electing Holder or Electing Holders and the placement
      or sales agent, if any, therefor and the underwriters, if any, thereof and
      dated the effective date of

  



16










  
    such Shelf Registration Statement (and if such
      Shelf Registration Statement contemplates an underwritten offering of a
      part or all of the Registrable Securities, dated the date of the closing
      under the underwriting agreement relating thereto) (it being agreed that
      the matters to be covered by such opinion shall include the due formation
      and good standing of the Company and its subsidiaries; the qualification
      of the Company and its subsidiaries to transact business as foreign corporations;
      the due authorization, execution and delivery of the relevant agreement
      of the type referred to in Section 3(d)(xvi) hereof; the due authorization,
      execution, authentication and issuance, and the validity and enforceability,
      of the Securities; the absence of material legal or governmental proceedings
      involving the Company or the Guarantors; the absence of a material breach
      by the Company or any of its subsidiaries of, or a default under, material
      agreements binding upon the Company or any subsidiary of the Company; the
      absence of governmental approvals required to be obtained in connection
      with the Shelf Registration, the offering and sale of the Registrable Securities,
      this Registration Rights Agreement or any agreement of the type referred
      to in Section 3(d)(xvi) hereof, except such approvals as may be required
      under state securities or blue sky laws; the material compliance as to form
      of such Shelf Registration Statement and any documents incorporated by reference
      therein and of the Indenture with the requirements of the Securities Act
      and the Trust Indenture Act and the rules and regulations of the Commission
      thereunder, respectively; and as of the date of the opinion and of the Shelf
      Registration Statement or most recent post-effective amendment thereto,
      as the case may be, the absence from such Shelf Registration Statement and
      the prospectus included therein (together with any free writing prospectuses),
      as then amended or supplemented, and from the documents incorporated by
      reference therein (in each case other than the financial statements and
      other financial information contained therein) of an untrue statement of
      a material fact or the omission to state therein a material fact necessary
      to make the statements therein not misleading (in the case of such documents,
      in the light of the circumstances existing at the time that such documents
      were filed with the Commission under the Exchange Act)); (C) obtain a “cold
      comfort” letter or letters from the independent certified public accountants
      of the Company addressed to the selling Electing Holders, the placement
      or sales agent, if any, therefor or the underwriters, if any, thereof, such
      letter or letters to be delivered as of such date or dates as such letters
      are customarily dated and in customary form and covering such matters of
      the type customarily covered by such letters; (D) deliver such documents
      and certificates, including officers’ certificates, as may be reasonably
      requested by any Electing Holders of at least 25% in aggregate principal
      amount of the Registrable Securities at the time outstanding or the placement
      or sales agent, if any, therefor and the managing underwriters, if any,
      thereof to evidence the accuracy of the representations and warranties made
      pursuant to clause (A) above or those contained in Section 5(a) hereof and
      the compliance with or satisfaction of any agreements or conditions contained
      in the underwriting agreement or other agreement entered into by the Company
      and the Guarantors; and (E) undertake such obligations relating to

  



17










  
    expense reimbursement, indemnification and contribution
      as are provided in Section 6 hereof;

    (xviii) notify in writing each holder of Registrable
      Securities of any proposal by the Company to amend or waive any provision
      of this Registration Rights Agreement pursuant to Section 9(h) hereof and
      of any amendment or waiver effected pursuant thereto, each of which notices
      shall contain the text of the amendment or waiver proposed or effected,
      as the case may be;

    (xix) in the event that any broker-dealer registered
      under the Exchange Act shall underwrite any Registrable Securities or participate
      as a member of an underwriting syndicate or selling group or “assist
      in the distribution” (within the meaning of the Conduct Rules (the
      “Conduct Rules) of the Financial Industry Regulatory Authority (“FINRA”)
      or any successor thereto, as amended from time to time) thereof, whether
      as a holder of such Registrable Securities or as an underwriter, a placement
      or sales agent or a broker or dealer in respect thereof, or otherwise, assist
      such broker-dealer in complying with the requirements of the Conduct Rules,
      including by (A) if the Conduct Rules shall so require, engaging a “qualified
      independent underwriter’ (as defined in the Conduct Rules) to participate
      in the preparation of the Shelf Registration Statement relating to such
      Registrable Securities and to exercise usual standards of due diligence
      with respect thereto, (B) indemnifying any such qualified independent underwriter
      to the extent of the indemnification of underwriters provided in Section
      6 hereof (or to such other customary extent as may be requested by such
      underwriter) and (C) providing such information to such broker-dealer as
      may be required in order for such broker-dealer to comply with the requirements
      of the Conduct Rules; and

    (xx) comply with all applicable rules and regulations
      of the Commission, and make generally available to its securityholders as
      soon as practicable but in any event not later than eighteen months after
      the effective date of such Shelf Registration Statement, an earning statement
      of the Company and its subsidiaries complying with Section 11(a) of the
      Securities Act (including, at the option of the Company, Rule 158 thereunder).

  

  (e) In the event that the Company would be required,
    pursuant to Section 3(d)(viii)(F) hereof, to notify the Electing Holders,
    the placement or sales agent, if any, therefor and the managing underwriters,
    if any, thereof, the Company shall without delay prepare and furnish to each
    of the Electing Holders, to each placement or sales agent, if any, and to
    each such underwriter, if any, a reasonable number of copies of a prospectus
    supplemented or amended so that, as thereafter delivered to purchasers of
    Registrable Securities, such prospectus shall conform in all material respects
    to the applicable requirements of the Securities Act and the Trust Indenture
    Act and the rules and regulations of the Commission thereunder and shall not
    contain an untrue statement of a material fact or omit to state a material
    fact required to be stated therein or necessary to make the statements therein
    not misleading in light of the circumstances then existing. Each Electing
    Holder agrees that upon receipt of any notice from the Company pursuant to
    Section 3(d)(viii)(F) hereof, or upon receipt of any notice from the Company
    of a



18










  Blackout Period pursuant to Section 3(h) hereof,
    such Electing Holder shall forthwith discontinue the disposition of Registrable
    Securities pursuant to the Shelf Registration Statement applicable to such
    Registrable Securities until (i) in the case of such notice from the Company
    pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall have
    received copies of such amended or supplemented prospectus, and if so directed
    by the Company, such Electing Holder shall deliver to the Company (at the
    Company’s expense) all copies, other than permanent file copies, then
    in such Electing Holder’s possession of the prospectus covering such
    Registrable Securities at the time of receipt of such notice and (ii) in the
    case of such notice from the Company pursuant to Section 3(h) hereof, the
    earlier of (A) 90 days after the commencement of such Blackout Period and
    (B) receipt of notice from the Company pursuant to Section 3(h) hereof that
    such Blackout Period has been terminated.

  (f) In the event of a Shelf Registration, in addition
    to the information required to be provided by each Electing Holder in its
    Notice and Questionnaire, the Company may require such Electing Holder to
    furnish to the Company such additional information regarding such Electing
    Holder and such Electing Holder’s intended method of distribution of
    Registrable Securities as may be required in order to comply with the Securities
    Act. Each such Electing Holder agrees to notify the Company as promptly as
    practicable of any inaccuracy or change in information previously furnished
    by such Electing Holder to the Company or of the occurrence of any event in
    either case as a result of which any prospectus relating to such Shelf Registration
    contains or would contain an untrue statement of a material fact regarding
    such Electing Holder or such Electing Holder’s intended method of disposition
    of such Registrable Securities or omits to state any material fact regarding
    such Electing Holder or such Electing Holder’s intended method of disposition
    of such Registrable Securities required to be stated therein or necessary
    to make the statements therein not misleading in light of the circumstances
    then existing, and promptly to furnish to the Company any additional information
    required to correct and update any previously furnished information or required
    so that such prospectus shall not contain, with respect to such Electing Holder
    or the disposition of such Registrable Securities, an untrue statement of
    a material fact or omit to state a material fact required to be stated therein
    or necessary to make the statements therein not misleading in light of the
    circumstances then existing.

  (g) Each of the Company and the Guarantors will
    not, and will use its commercially reasonable efforts to cause its “affiliates”
    (as defined in Rule 144) over which it exercises control not to, resell any
    of the Securities that have been acquired by it or such affiliates except
    pursuant to an effective registration statement under the Securities Act or,
    in the case of such affiliates, pursuant to Rule 144.

  (h) Notwithstanding anything to the contrary in
    this Registration Rights Agreement, the Company, upon notice to the Electing
    Holders that the prospectus in an effective Shelf Registration Statement is
    unusable pending a material development, may suspend the use of such prospectus
    for a period of time (a “Blackout Period”) not to exceed an aggregate
    of 30 days in any 3-month period and an aggregate of 90 days in any 12-month
    period; provided, however, that, upon the termination of such Blackout Period,
    the



19










  Company promptly shall notify the Electing Holders
    that such Blackout Period has been terminated.

  4. Registration Expenses.



     The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company’s performance of or compliance with this Registration Rights Agreement, including (a) all Commission and any FINRA registration, filing and review fees and expenses, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof including any reasonable fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus
included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Company’s or any Guarantors’ officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance
and compliance), (h) fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xix) hereof, (i) fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities rating services for rating the Securities and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company or the Guarantors in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are
incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for
the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

20










  5. Representations and Warranties.



     Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and agrees with, each Initial Purchaser, each Dealer-Manager and each of the holders from time to time of Registrable Securities that:


  (a) Each registration statement covering Registrable
    Securities and each prospectus (including any preliminary or summary prospectus)
    contained therein or furnished pursuant to Section 3(c) or 3(d) hereof and
    any further amendments or supplements to any such registration statement or
    prospectus, when it becomes effective or is filed with the Commission, as
    the case may be, and, in the case of an underwritten offering of Registrable
    Securities, at the time of the closing under the underwriting agreement relating
    thereto, will conform in all material respects to the requirements of the
    Securities Act and the Trust Indenture Act and the rules and regulations of
    the Commission thereunder and will not contain an untrue statement of a material
    fact or omit to state a material fact required to be stated therein or necessary
    to make the statements therein not misleading; and at all times subsequent
    to the Effective Time when a prospectus would be required to be delivered
    under the Securities Act, other than from (i) such time as a notice has been
    given to holders of Registrable Securities pursuant to Section 3(c)(iii)(F)
    or 3(d)(viii)(F) hereof until (ii) such time as the Company furnishes an amended
    or supplemented prospectus pursuant to Section 3(c)(iv) or 3(e) hereof, each
    such registration statement, and each prospectus (including any summary prospectus)
    contained therein or furnished pursuant to Section 3(c) or 3(d) hereof, as
    then amended or supplemented, will conform in all material respects to the
    requirements of the Securities Act and the Trust Indenture Act and the rules
    and regulations of the Commission thereunder and will not contain an untrue
    statement of a material fact or omit to state a material fact required to
    be stated therein or necessary to make the statements therein not misleading
    in the light of the circumstances then existing; provided, however, that this
    representation and warranty shall not apply to any statements or omissions
    made in reliance upon and in conformity with information furnished in writing
    to the Company by a holder of Registrable Securities expressly for use therein.

  (b) Any documents incorporated by reference in any
    prospectus referred to in Section 5(a) hereof, when they become or became
    effective or are or were filed with the Commission, as the case may be, will
    conform or conformed in all material respects to the requirements of the Securities
    Act or the Exchange Act, as applicable, and none of such documents will contain
    or contained an untrue statement of a material fact or will omit or omitted
    to state a material fact required to be stated therein or necessary to make
    the statements therein not misleading; provided, however, that this representation
    and warranty shall not apply to any statements or omissions made in reliance
    upon and in conformity with information furnished in writing to the Company
    by a holder of Registrable Securities, the placement or sales agent, if any,
    therefor or the managing underwriters, if any, thereof, expressly for use
    therein.

  (c) The compliance by the Company with all of the
    provisions of this Registration Rights Agreement and the consummation of the
    transactions herein contemplated will not conflict with or result in a breach
    of any of the terms or provisions of, or constitute a



21










  default under, any material indenture, mortgage,
    deed of trust, loan agreement or other agreement or instrument to which the
    Company or any subsidiary of the Company is a party or by which the Company
    or any subsidiary of the Company is bound or to which any of the material
    property or assets of the Company or any subsidiary of the Company is subject,
    nor will such action result in any violation of the provisions of the certificate
    of incorporation, as amended, or the by-laws of the Company or any statute
    or any order, rule or regulation of any court or governmental agency or body
    having jurisdiction over the Company or any subsidiary of the Company or any
    of their properties; and no consent, approval, authorization, order, registration
    or qualification of or with any such court or governmental agency or body
    is required for the consummation by the Company of the transactions contemplated
    by this Registration Rights Agreement, except the registration under the Securities
    Act of the Securities, qualification of the Indenture under the Trust Indenture
    Act and such consents, approvals, authorizations, registrations or qualifications
    as may be required under State securities or blue sky laws in connection with
    the offering and distribution of the Securities.

  (d) This Registration Rights Agreement has been
    duly authorized, executed and delivered by each of the Company and the Guarantors.

  6. Indemnification.

  (a) Indemnification by the Company and the Guarantors.
    Each of the Company and the Guarantors, jointly and severally, will indemnify
    and hold harmless each of the holders of Registrable Securities included in
    an Exchange Registration Statement, each of the Electing Holders of Registrable
    Securities included in a Shelf Registration Statement and each person who
    participates as a placement or sales agent or as an underwriter in any offering
    or sale of such Registrable Securities against any losses, claims, damages
    or liabilities, joint or several, to which such holder, agent or underwriter
    may become subject under the Securities Act or otherwise, insofar as such
    losses, claims, damages or liabilities (or actions in respect thereof) arise
    out of or are based upon an untrue statement or alleged untrue statement of
    a material fact contained in any Exchange Registration Statement or Shelf
    Registration Statement, as the case may be, under which such Registrable Securities
    were registered under the Securities Act, or any preliminary, final or summary
    prospectus contained therein or furnished by the Company to any such holder,
    Electing Holder, agent or underwriter, or any amendment or supplement thereto,
    or arise out of or are based upon the omission or alleged omission to state
    therein a material fact required to be stated therein or necessary to make
    the statements therein not misleading, and will reimburse such holder, such
    Electing Holder, such agent and such underwriter for any legal or other expenses
    reasonably incurred by them in connection with investigating or defending
    any such action or claim as such expenses are incurred; provided, however,
    that the Company shall not be liable to any such person in any such case to
    the extent that any such loss, claim, damage or liability arises out of or
    is based upon an untrue statement or alleged untrue statement or omission
    or alleged omission made in such registration statement, or preliminary, final
    or summary prospectus, or amendment or supplement thereto, in reliance upon
    and in conformity with written information furnished to the Company by such
    person expressly for use therein.



22










  (b) Indemnification by the Holders and any Agents
    and Underwriters. The Company and the Guarantors may require, as a condition
    to including any Registrable Securities in any registration statement filed
    pursuant to Section 2(b) hereof and to entering into any underwriting agreement
    with respect thereto, that the Company shall have received an undertaking
    reasonably satisfactory to it from the Electing Holder of such Registrable
    Securities and from each underwriter named in any such underwriting agreement,
    severally and not jointly, to (i) indemnify and hold harmless the Company,
    the Guarantors, and all other holders of Registrable Securities, against any
    losses, claims, damages or liabilities to which the Company, the Guarantors
    or such other holders of Registrable Securities may become subject, under
    the Securities Act or otherwise, insofar as such losses, claims, damages or
    liabilities (or actions in respect thereof) arise out of or are based upon
    an untrue statement or alleged untrue statement of a material fact contained
    in such registration statement, or any preliminary, final or summary prospectus
    contained therein or furnished by the Company to any such Electing Holder,
    agent or underwriter, or any amendment or supplement thereto, or arise out
    of or are based upon the omission or alleged omission to state therein a material
    fact required to be stated therein or necessary to make the statements therein
    not misleading, in each case to the extent, but only to the extent, that such
    untrue statement or alleged untrue statement or omission or alleged omission
    was made in reliance upon and in conformity with written information furnished
    to the Company by such Electing Holder or underwriter expressly for use therein,
    and (ii) reimburse the Company and the Guarantors for any legal or other expenses
    reasonably incurred by the Company and the Guarantors in connection with investigating
    or defending any such action or claim as such expenses are incurred; provided,
    however, that no such Electing Holder shall be required to undertake liability
    to any person under this Section 6(b) for any amounts in excess of the dollar
    amount of the proceeds to be received by such Electing Holder from the sale
    of such Electing Holder’s Registrable Securities pursuant to such registration.

  (c) Notices of Claims, Etc. Promptly after
    receipt by an indemnified party under Section 6(a) or 6(b) hereof of written
    notice of the commencement of any action, such indemnified party shall, if
    a claim in respect thereof is to be made against an indemnifying party pursuant
    to the indemnification provisions of or contemplated by this Section 6, notify
    such indemnifying party in writing of the commencement of such action; but
    the omission so to notify the indemnifying party shall not relieve it from
    any liability which it may have to any indemnified party otherwise than under
    the indemnification provisions of or contemplated by Section 6(a) or 6(b)
    hereof. In case any such action shall be brought against any indemnified party
    and it shall notify an indemnifying party of the commencement thereof, such
    indemnifying party shall be entitled to participate therein and, to the extent
    that it shall wish, jointly with any other indemnifying party similarly notified,
    to assume the defense thereof, with counsel reasonably satisfactory to such
    indemnified party (who shall not, except with the consent of the indemnified
    party, be counsel to the indemnifying party), and, after notice from the indemnifying
    party to such indemnified party of its election so to assume the defense thereof,
    such indemnifying party shall not be liable to such indemnified party for
    any legal expenses of other counsel or any other expenses, in each case subsequently
    incurred by such indemnified party, in connection with the defense thereof
    other than reasonable costs of investigation. No indemnifying party shall,
    without the written consent of the



23










  indemnified party, effect the settlement or compromise
    of, or consent to the entry of any judgment with respect to, any pending or
    threatened action or claim in respect of which indemnification or contribution
    may be sought hereunder (whether or not the indemnified party is an actual
    or potential party to such action or claim) unless such settlement, compromise
    or judgment (i) includes an unconditional release of the indemnified party
    from all liability arising out of such action or claim and (ii) does not include
    a statement as to or an admission of fault, culpability or a failure to act
    by or on behalf of any indemnified party.

  (d) Contribution. If for any reason the indemnification
    provisions contemplated by Section 6(a) or 6(b) hereof are unavailable to
    or insufficient to hold harmless an indemnified party in respect of any losses,
    claims, damages or liabilities (or actions in respect thereof) referred to
    therein, then each indemnifying party shall contribute to the amount paid
    or payable by such indemnified party as a result of such losses, claims, damages
    or liabilities (or actions in respect thereof) in such proportion as is appropriate
    to reflect the relative fault of the indemnifying party and the indemnified
    party in connection with the statements or omissions which resulted in such
    losses, claims, damages or liabilities (or actions in respect thereof), as
    well as any other relevant equitable considerations. The relative fault of
    such indemnifying party and indemnified party shall be determined by reference
    to, among other things, whether the untrue or alleged untrue statement of
    a material fact or omission or alleged omission to state a material fact relates
    to information supplied by such indemnifying party or by such indemnified
    party, and the parties’ relative intent, knowledge, access to information
    and opportunity to correct or prevent such statement or omission. The parties
    hereto agree that it would not be just and equitable if contributions pursuant
    to this Section 6(d) were determined by pro rata allocation (even if the holders
    or any agents or underwriters or all of them were treated as one entity for
    such purpose) or by any other method of allocation which does not take account
    of the equitable considerations referred to in this Section 6(d). The amount
    paid or payable by an indemnified party as a result of the losses, claims,
    damages, or liabilities (or actions in respect thereof) referred to above
    shall be deemed to include any legal or other fees or expenses reasonably
    incurred by such indemnified party in connection with investigating or defending
    any such action or claim. Notwithstanding the provisions of this Section 6(d),
    no holder shall be required to contribute any amount in excess of the amount
    by which the dollar amount of the proceeds received by such holder from the
    sale of any Registrable Securities (after deducting any fees, discounts and
    commissions applicable thereto) exceeds the amount of any damages which such
    holder has otherwise been required to pay by reason of such untrue or alleged
    untrue statement or omission or alleged omission, and no underwriter shall
    be required to contribute any amount in excess of the amount by which the
    total price at which the Registrable Securities underwritten by it and distributed
    to the public were offered to the public exceeds the amount of any damages
    which such underwriter has otherwise been required to pay by reason of such
    untrue or alleged untrue statement or omission or alleged omission. No person
    guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
    of the Securities Act) shall be entitled to contribution from any person who
    was not guilty of such fraudulent misrepresentation. The holders’ and
    any underwriters’ obligations in this Section 6(d) to contribute shall
    be



24










  several in proportion to the principal amount of
    Registrable Securities registered or underwritten, as the case may be, by
    them and not joint.

  (e) The obligations of the Company and the Guarantors
    under this Section 6 shall be in addition to any liability which the Company
    and the Guarantors may otherwise have and shall extend, upon the same terms
    and conditions, to each officer, director and partner of each holder, agent
    and underwriter and each person, if any, who controls any holder, agent or
    underwriter within the meaning of the Securities Act; and the obligations
    of the holders and any agents or underwriters contemplated by this Section
    6 shall be in addition to any liability which the respective holder, agent
    or underwriter may otherwise have and shall extend, upon the same terms and
    conditions, to each officer and director of the Company and the Guarantors
    (including any person who, with his consent, is named in any registration
    statement as about to become a director of the Company or the Guarantors)
    and to each person, if any, who controls the Company or the Guarantors within
    the meaning of the Securities Act.

  7. Underwritten Offerings.

  (a) Selection of Underwriters. If any of
    the Registrable Securities covered by the Shelf Registration are to be sold
    pursuant to an underwritten offering, the managing underwriter or underwriters
    thereof shall be designated by Electing Holders holding at least a majority
    in aggregate principal amount of the Registrable Securities to be included
    in such offering, provided that such designated managing underwriter or underwriters
    is or are reasonably acceptable to the Company.

  (b) Participation by Holders. Each holder
    of Registrable Securities hereby agrees with each other such holder that no
    such holder may participate in any underwritten offering hereunder unless
    such holder (i) agrees to sell such holder’s Registrable Securities on
    the basis provided in any underwriting arrangements approved by the persons
    entitled hereunder to approve such arrangements and (ii) completes and executes
    all questionnaires, powers of attorney, indemnities, underwriting agreements
    and other documents reasonably required under the terms of such underwriting
    arrangements.

  (c) Consent by the Company. For the avoidance
    of doubt, under no circumstances will the distribution of any Registrable
    Securities take the form of an underwritten offering without the express written
    consent of the Company granted by the Company in its sole discretion.

  8. Rule 144 and Rule 144A.



     For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act and any Registrable Securities remain outstanding, the Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder; provided, however, that if the Company ceases to be so required to file such reports, it will, upon the request of any holder of Registrable Securities, (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the Securities Act, (b)

25









deliver such information to a prospective purchaser as is necessary to permit sales of its securities pursuant to Rule 144A under the Securities Act, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.


  9. Miscellaneous.

  (a) No Inconsistent Agreements. The Company
    represents, warrants, covenants and agrees that it has not granted, and shall
    not grant, registration rights with respect to Registrable Securities or any
    other securities which would be inconsistent with the terms contained in this
    Registration Rights Agreement.

  (b) Specific Performance. The parties hereto
    acknowledge that there would be no adequate remedy at law if the Company or
    any Guarantor fails to perform any of its obligations hereunder and that the
    Initial Purchasers, Dealer-Managers and the holders from time to time of the
    Registrable Securities may be irreparably harmed by any such failure, and
    accordingly agree that the Initial Purchasers, the Dealer-Managers and such
    holders, in addition to any other remedy to which they may be entitled at
    law or in equity, shall be entitled to compel specific performance of the
    obligations of the Company and the Guarantors under this Registration Rights
    Agreement in accordance with the terms and conditions of this Registration
    Rights Agreement, in any court of the United States or any State thereof having
    jurisdiction.

  (c) Notices. All notices, requests, claims,
    demands, waivers and other communications hereunder shall be in writing and
    shall be deemed to have been duly given when delivered by hand, if delivered
    personally or by courier, or three days after being deposited in the mail
    (registered or certified mail, postage prepaid, return receipt requested)
    as follows: If to the Company and the Guarantors, to them at 80 Park Plaza,
    Newark, New Jersey 07101, Attention: Treasurer, and if to a holder, to the
    address of such holder set forth in the security register or other records
    of the Company, or to such other address as the Company or any such holder
    may have furnished to the other in writing in accordance herewith, except
    that notices of change of address shall be effective only upon receipt.

  (d) Parties in Interest. All the terms and
    provisions of this Registration Rights Agreement shall be binding upon, shall
    inure to the benefit of and shall be enforceable by the parties hereto and
    the holders from time to time of the Registrable Securities and the respective
    successors and assigns of the parties hereto and such holders. In the event
    that any transferee of any holder of Registrable Securities shall acquire
    Registrable Securities, in any manner, whether by gift, bequest, purchase,
    operation of law or otherwise, such transferee shall, without any further
    writing or action of any kind, be deemed a beneficiary hereof for all purposes
    and such Registrable Securities shall be held subject to



26










  all of the terms of this Registration Rights Agreement,
    and by taking and holding such Registrable Securities such transferee shall
    be entitled to receive the benefits of, and be conclusively deemed to have
    agreed to be bound by all of the applicable terms and provisions of this Registration
    Rights Agreement. If the Company shall so request, any such successor, assign
    or transferee shall agree in writing to acquire and hold the Registrable Securities
    subject to all of the applicable terms hereof.

  (e) Survival. The respective indemnities,
    agreements, representations, warranties and each other provision set forth
    in this Registration Rights Agreement or made pursuant hereto shall remain
    in full force and effect regardless of any investigation (or statement as
    to the results thereof) made by or on behalf of any holder of Registrable
    Securities, any director, officer or partner of such holder, any agent or
    underwriter or any director, officer or partner thereof, or any controlling
    person of any of the foregoing, and shall survive delivery of the Registrable
    Securities and the transfer and registration of Registrable Securities by
    such holder and the consummation of an Exchange Offer.

  (f) Governing Law. This Registration Rights
    Agreement shall be governed by and construed in accordance with the laws of
    the State of New York.

  (g) Headings. The descriptive headings of
    the several Sections and paragraphs of this Registration Rights Agreement
    are inserted for convenience only, do not constitute a part of this Registration
    Rights Agreement and shall not affect in any way the meaning or interpretation
    of this Registration Rights Agreement.

  (h) Entire Agreement; Amendments. This Registration
    Rights Agreement and the other writings referred to herein (including the
    Indenture, the Purchase Agreement, the Dealer-Manager Agreement and the form
    of Securities) or delivered pursuant hereto which form a part hereof contain
    the entire understanding of the parties with respect to its subject matter.
    This Registration Rights Agreement supersedes all prior agreements and understandings
    between the parties with respect to its subject matter. This Registration
    Rights Agreement may be amended and the observance of any term of this Registration
    Rights Agreement may be waived (either generally or in a particular instance
    and either retroactively or prospectively) only by a written instrument duly
    executed by the Company, the Guarantors and the holders of at least a majority
    in aggregate principal amount of the Registrable Securities at the time outstanding
    except that the obligation to pay Additional Interest hereunder shall not
    be modified without the consent of each holder of Registrable Securities.
    Notwithstanding the foregoing sentence, this Registration Rights Agreement
    may be amended, without the consent of any holder of Registrable Securities,
    by written agreement signed by the Company and the Guarantors, to cure any
    ambiguity or correct, modify or supplement any provision of this Registration
    Rights Agreement or otherwise for any other purpose provided that such amendment
    is not adverse to the holders of Registrable Securities in any material respect.
    Each holder of any Registrable Securities at the time or thereafter outstanding
    shall be bound by any amendment or waiver effected pursuant to this Section
    9(h), whether or not any notice, writing or marking indicating such amendment
    or waiver appears on such Registrable Securities or is delivered to such holder.



27










  (i) Inspection. For so long as this Registration
    Rights Agreement shall be in effect, this Registration Rights Agreement and
    a complete list of the names and addresses of all the holders of Registrable
    Securities shall be made available for inspection and copying on any Business
    Day by any holder of Registrable Securities for proper purposes only (which
    shall include any purpose related to the rights of the holders of Registrable
    Securities under the Securities, the Indenture and this Registration Rights
    Agreement) at the offices of the Company at the address thereof set forth
    in Section 9(c) hereof and at the office of the Trustee under the Indenture.

  (j) Counterparts. This Registration Rights
    Agreement may be executed by the parties in counterparts, each of which shall
    be deemed to be an original, but all such respective counterparts shall together
    constitute one and the same instrument.



     If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement among the Initial Purchasers, the Dealer-Managers, the Company and the Guarantors.

28









			
	 	Very truly yours,
	 	 	 
	 	PSEG POWER LLC
	 	 	 
	   	By:	/s/ Morton A. Plawner
	 	 	

	 	 	Name: Morton A. Plawner
	 	 	Title: Vice President
      and Treasurer
	 	 	 
	 	PSEG FOSSIL LLC
	 	 	 
	 	By:	/s/ Morton A. Plawner
	 	 	

	 	 	Name: Morton A. Plawner
	 	 	Title: Vice President
      and Treasurer
	 	 	 
	 	PSEG NUCLEAR LLC
	 	 	 
	 	By:	/s/ Morton A. Plawner
	 	 	

	 	 	Name: Morton A. Plawner
	 	 	Title: Vice President
      and Treasurer
	 	 	 
	 	PSEG ENERGY RESOURCES & TRADE
      LLC
	 	 	 
	 	By:	/s/ Morton A. Plawner 
	 	 	

	 	 	Name: Morton A. Plawner
	 	 	Title: Vice President
      and Treasurer












Accepted and agreed as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED 

  GOLDMAN, SACHS & CO.

  BANC OF AMERICA SECURITIES LLC 

  CITIGROUP GLOBAL MARKETS INC. 

  CREDIT SUISSE SECURITIES (USA) LLC 

  U.S. BANCORP INVESTMENTS, INC.

By: MORGAN STANLEY & CO. INCORPORATED

	By: 	/s/ Yurij Slyz
	 	

	 	    Authorized Representative


As representative of the Initial Purchasers









MORGAN STANLEY & CO. INCORPORATED

	By: 	/s/ Yurij Slyz
	 	

	 	    Authorized Representative


BANC OF AMERICA SECURITIES LLC

	By: 	/s/ Shelli Merritt
	 	

	 	    Authorized Representative


BARCLAYS CAPITAL INC.

	By: 	/s/ Pamela Au
	 	

	 	    Authorized Representative


As Dealer-Managers









Schedule A

Morgan Stanley & Co. Incorporated

Goldman, Sachs & Co.

Banc of America Securities LLC

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

U.S. Bancorp Investments, Inc.

		
	c/o	Morgan Stanley & Co. Incorporated
	 	1585 Broadway
	 	New York, New York 10036
	 
	 	Goldman, Sachs & Co.
	 	85 Broad Street
	 	New York, New York 10004


As Initial Purchasers



Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036



Banc of America Securities LLC

Bank of America Tower

One Bryant Park

New York, New York 10036



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019



As Dealer-Managers









Exhibit A

PSEG Power LLC

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT - IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE]1

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the PSEG Power LLC (the “Company”) [2.50% Senior Notes due 2013] [5.125% Senior Notes due 2020] (the “Securities”) are held.

The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact PSEG Power LLC, 80 Park Plaza, Newark, New Jersey 07101, Attention: Treasurer.



	1      	
Not less than 28 calendar days from date of mailing.




A-1









PSEG Power LLC



Notice of Registration Statement

and

Selling Securityholder Questionnaire

(Date)

Reference is hereby made to the Registration Rights Agreement (the “Registration Rights Agreement”) among PSEG Power LLC (the “Company”), the guarantors named therein (the “Guarantors”), the initial purchasers named therein and the dealer-managers named therein. Pursuant to the Registration Rights Agreement, the Company and the Guarantors have filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [_] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s [2.50% Senior Notes due 2013] [5.125% Senior Notes due 2020] and the related guarantees of the Guarantors (the
“Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Registrable Securities” is defined in the Registration Rights Agreement.

A-2









ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement, including, without limitation, Section 6 of the Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

A-3









QUESTIONNAIRE

				
	(1) 	(a)	Full Legal Name of Selling Securityholder:
	 
		(b) 	Full Legal Name of Registered Holder (if not the same as in
      (a) above) of Registrable Securities Listed in Item (3) below:
		 	 	 
		(c) 	 Full Legal Name of OTC Participant (if applicable and
        if not the same as (b) above) Through Which Registrable Securities Listed
        in Item (3) below are Held:

	 
	(2)	 	Address for Notices to Selling Securityholder:
	 	 	 	 
	 	 	_________________
	 	 	_________________
	 	 	_________________
	 	 	Telephone:	_________________
	 	 	Fax:	_________________
	  
	 	
      Contact Person:  	 _________________ 

	 
	(3)	 	Beneficial Ownership of Securities:
	 	 	 	 
	 	 	Except as set forth below in this Item (3), the undersigned
      does not beneficially own any Securities.
	 	 	 	 
	 	(a) 	Principal amount of Registrable Securities beneficially owned:
      __________________________________________

      CUSIP No(s). of such Registrable Securities: _______________________________________________________
	 	 	 	 
	 	(b) 	Principal amount of Securities other than Registrable Securities
      beneficially owned:

      _________________________________________________________________________________________

      CUSIP No(s). of such other Securities:____________________________________________________________
	 	 	 	 
	 	(c) 	Principal amount of Registrable Securities which the undersigned
      wishes to be included in the Shelf Registration Statement:_________________________________________________________________________________

      CUSIP No(s). of such Registrable Securities to be included in the Shelf
      Registration Statement:_________________________________________________________________________________
	 	 	 	 
	 (4)
	 	 Beneficial Ownership of Other Securities of the Company:

      Except as set forth below in this Item (4), the undersigned Selling
        Securityholder is not the beneficial or registered owner of any other
        securities of the Company, other than the Securities listed above in Item
        (3).

      State any exceptions here:

	 
	 (5)
	 	 Relationships with the Company:

      Except as set forth below, neither the Selling Securityholder nor
        any of its affiliates, officers, directors or principal equity holders
        (5% or more) has held any position or





A-4









		
		
office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:


	 
	
(6)

	
Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable
Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:





By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All

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notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

					
	     	(i)	To the Company:	 	 
	   	 	 	_______________________	 
	   	 	 	_______________________	 
	   	 	 	_______________________	 
	   	 	 	_______________________	 
	   	 	 	_______________________	 
	   	 	 	_______________________	 
	 	(ii)	With a copy to:	 	 
	   	 	 	_______________________	 
	   	 	 	_______________________	 
	   	 	 	_______________________	 
	   	 	 	_______________________	 
	   	 	 	_______________________	 
	   	 	 	_______________________	 


Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above).

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IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:_______________

			
	 	

	 	Selling Securityholder
	 	(Print/type full legal name of beneficial
      owner of Registrable Securities)
	 	 	 
	     	By:	 
	 	 	

	 	Name:	 
	 	Title:	 




PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:

_______________________ 

  _______________________ 

  _______________________

  _______________________ 

  _______________________ 

  _______________________

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Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[Name of Trustee]

PSEG Power LLC 

c/o [Name of Trustee] [

Address of Trustee]

Attention: Trust Officer

			
	   	 Re:
	 PSEG Power LLC (the “Company”)

        [2.50% Senior Notes due 2013] [5.125% Senior Notes due 2020] (the “Securities”)



Dear Sirs:

Please be advised that ______________________ has transferred $_______________________ aggregate principal amount of the above-referenced Securities pursuant to an effective Registration Statement on Form [___] (File No. 333-_) filed by the Company and the Guarantors named therein.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Securities is named as a “Selling Securityholder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Securities transferred are the Securities listed in such Prospectus opposite such owners name.

Dated:

			
	   	Very truly yours,
	 	 	 
	 	 	

	 	 	(Name)
	 	By:	 
	 	 	

	 	 	(Authorized Signature)




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