Exhibit 4.3.2
PSE&G TRANSITION FUNDING II LLC,
Issuer
and
THE BANK
OF NEW YORK,
Trustee
--------------------------
2005-1 SERIES SUPPLEMENT
Dated as of September 23, 2005
--------------------------
<PAGE>
2005-1 SERIES SUPPLEMENT dated as of Septemeber 23, 2005 (this
"Supplement"), by and between PSE&G
TRANSITION Funding II LLC, a Delaware
limited liability company (the "Issuer"),
and THE BANK OF NEW YORK, a New York
banking corporation (the "Trustee"), as
Trustee under the Indenture dated as
of Septemeber 23, 2005, between the Issuer
and the Trustee (the "Indenture").
PRELIMINARY STATEMENT
Section 9.01 of the Indenture provides, among other things, that
the
Issuer and the Trustee may at any time and
from time to time enter into one or
more indentures supplemental to the
Indenture for the purposes of authorizing
the issuance by the Issuer of a Series of
BGS Transition Bonds and specifying
the terms thereof. The Issuer has duly
authorized the execution and delivery
of this Supplement and the creation of a
Series of BGS Transition Bonds with
an initial aggregate principal amount of
$102,700,000 to be known as the
Issuer's BGS Transition Bonds, Series
2005-1 (the "Series 2005-1 BGS
Transition Bonds"). All acts and all things
necessary to make the Series
2005-1 BGS Transition Bonds, when duly
executed by the Issuer and
authenticated by the Trustee as provided in
the Indenture and this Supplement
and issued by the Issuer, the valid,
binding and legal obligations of the
Issuer and to make this Supplement a valid
and enforceable supplement to the
Indenture have been done, performed and
fulfilled and the execution and
delivery hereof have been in all respects
duly and lawfully authorized. The
Issuer and the Trustee are executing and
delivering this Supplement in order
to provide for the Series 2005-1 BGS
Transition Bonds.
In order to secure the payment of principal of and interest on
the
Series 2005-1 BGS Transition Bonds issued
and to be issued under the Indenture
and/or any Series Supplement, the Issuer
hereby confirms the Grant to the
Trustee for the benefit of the Holders of
the Series 2005-1 BGS Transition
Bonds from time to time issued and
Outstanding, of all of the Issuer's right,
title and interest in, to and under the
Collateral, including, without
limitation, the BGS Bondable Transition
Property transferred by the Seller to
the Issuer as of the Initial Transfer Date
pursuant to the Sale Agreement and
all proceeds thereof.
The Trustee, on behalf of the Holders of the Series 2005-1 BGS
Transition Bonds, acknowledges the
confirmation of such Grant, accepts the
trusts hereunder in accordance with the
provisions hereof and agrees to
perform its duties required in the
Indenture and this Supplement.
SECTION 1. Definitions.
All terms used in this Supplement that are defined in the
Indenture,
either directly or by reference therein,
have the meanings assigned to them
therein, except to the extent such terms
are defined or modified in this
Supplement or the context clearly requires
otherwise.
SECTION 2. Other Definitional Provisions.
"Authorized Denominations" shall mean $1,000 and integral
multiples
of $1.00 above that amount, provided,
however, that one BGS Transition Bond of
each Class may have a denomination of less
than $1,000.
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"Calculation Period" means, with respect to a Payment Date, the
period from and including the preceding
Payment Date to but excluding such
Payment Date, or in the case of the first
Calculation Period, from and
including the Series Issuance Date to but
excluding the initial Payment Date.
"Expected Sinking Fund Amortization Schedule" means Schedule A
to
this Supplement.
"Expected Final Payment Date" means, with respect to any Class of
the
Series 2005-1 BGS Transition Bonds, the
expected final Payment Date therefor,
as specified in Section 4 of this
Supplement.
"Final Maturity Date" means, with respect to any Class of the
Series
2005-1 BGS Transition Bonds, the final
Payment Date thereof, as specified in
Section 4 of this Supplement.
"Interest Rate" has the meaning set forth in Section 4 of this
Supplement.
"Overcollateralization Amount" has the meaning set forth in
Section
5(d) of this Supplement.
"Payment Date" has the meaning set forth in Section 5(a) of
this
Supplement.
"Rating Agency" means any Rating Agency (as defined in the
Indenture)
rating the Series 2005-1 BGS Transition
Bonds as of the Series Issuance Date.
"Record Date" shall mean, with respect to any Payment Date, the
Business Day prior to such Payment Date or,
with respect to any Definitive BGS
Transition Bonds, the last Business Day of
the month preceding such Payment
Date.
"Required Capital Amount" has the meaning set forth in Section
5(e)
of this Supplement.
"Series Issuance Date" has the meaning set forth in Section 3(b)
of
this Supplement.
SECTION 3. Designation; Series Issuance Dates.
(a) Designation. The Series 2005-1 BGS Transition Bonds shall
be
designated generally as the Issuer's BGS
Transition Bonds, Series 2005-1, and
further denominated as Class A-1, Class
A-2, Class A-3 and Class A-4.
(b) Series Issuance Date. The Series 2005-1 BGS Transition Bonds
that
are authenticated and delivered by the
Trustee to or upon the order of the
Issuer on Septemeber 23, 2005 (the "Series
Issuance Date") shall have as their
date of authentication Septemeber 23,
2005.
SECTION 4. Initial Principal Amount; Interest Rate; Expected
Final
Payment Date; Final Maturity Dates.
The BGS Transition Bonds of each Class of the Series 2005-1 BGS
Transition Bonds shall have the initial
principal amounts, bear interest at
the Interest Rates and have Expected Final
Payment Dates and Final Maturity
Dates as set forth below:
2
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Initial
Principal Interest
Expected Final
Final
Class
Amount
Rate
Payment Date
Maturity Date
-------- ------------- ----------- ------------------- --------------------
A-1 $ 25,200,000 4.18%
December
15, 2008
December 15, 2010
A-2 $ 35,000,000 4.34%
June 15,
2012
June 16, 2014
A-3 $ 20,000,000 4.49%
December
16, 2013
December 15, 2015
A-4 $ 22,500,000 4.57%
June 15,
2015
June 15, 2017
SECTIO
