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Title: |
Letter of Transmittal |
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Entities: |
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Date: |
2000 |
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Preview shows 11KB of 49KB total |
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$39 |
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ID: |
#1407399 |
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LETTER OF TRANSMITTAL
NRG NORTHEAST GENERATING LLC
OFFER FOR ALL OUTSTANDING
8.065% SERIES A SENIOR SECURED BONDS DUE 2004,
8.842% SERIES B SENIOR SECURED BONDS DUE 2015, AND
9.292% SERIES C SENIOR SECURED BONDS DUE 2024
IN EXCHANGE FOR
8.065% SERIES A-1 SENIOR SECURED BONDS DUE 2004,
8.842% SERIES B-1 SENIOR SECURED BONDS DUE 2015, AND
9.292% SERIES C-1 SENIOR SECURED BONDS DUE 2024
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS, DATED OCTOBER 25, 2000
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON NOVEMBER 27, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
THE CHASE MANHATTAN BANK
By Hand Delivery or Overnight Courier:
The Chase Manhattan Bank
55 Water Street, Room 234
New York, New York 10041
Attention: Carlos Esteves -- Confidential
By Mail:
The Chase Manhattan Bank
55 Water Street, Room 234
New York, New York 10041
Attention: Carlos Esteves -- Confidential
By Facsimile Transmission:
(for Eligible Institutions Only)
212-638-7380
Confirm by Telephone:
212-638-0828
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.
<PAGE> 2
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated October 25, 2000 (the "Prospectus"), of NRG Northeast
Generating LLC, a Delaware limited liability company (the "Issuer") and this
Letter of Transmittal (the "Letter of Transmittal" or the "Letter"), which
together constitute the Issuer's offer (the "Exchange Offer") to exchange an
aggregate principal amount of up to: (i) $320,000,000 of the Issuer's 8.065%
Series A-1 Senior Secured Bonds due 2004, (ii) $130,000,000 of the Issuer's
8.842% Series B-1 Senior Secured Bonds due 2015, and (iii) $300,000,000 of the
Issuer's 9.292% Series C-1 Senior Secured Bonds due 2024, all of which have been
registered under the Securities Act of 1933, as amended (the "New Bonds"), for a
like principal amount, in the aggregate, of the Issuer's issued and outstanding
8.065% Series A Senior Secured Bonds due 2004, 8.842% Series B Senior Secured
Bonds due 2015, and 9.292% Series C Senior Secured Bonds due 2024 (the "Old
Bonds") from the registered holders thereof.
For each Old Bond accepted for exchange, the holder of such Old Bond will
receive a New Bond having a principal amount equal to that of the surrendered
Old Bond. The New Bonds will bear interest from the most recent date to which
interest has been paid. Accordingly, registered holders of New Bonds on the
relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the most
recent date to which interest has been paid. Old Bonds accepted for exchange
will cease to accrue interest from and after the date of consummation of the
Exchange Offer. Holders of Old Bonds whose Old Bonds are accepted for exchange
will not receive any payment in respect of accrued interest on such Old Bonds
otherwise payable on any interest payment date the record date for which occurs
on or after consummation of the Exchange Offer.
This Letter is to be completed by a holder of Old Bonds either if
certificates for such Old Bonds are to be forwarded herewith or if a tender is
to be made by book-entry transfer to the account maintained by The Chase
Manhattan Bank, as Exchange Agent for the Exchange Offer (the "Exchange Agent"),
at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to
the procedures set forth in "The Exchange Offer -- Book-Entry Transfers" section
of the Prospectus and an Agent's Message is not delivered. Tenders by book-entry
transfer may also be made by delivering an Agent's Message in lieu of this
Letter. The term "Agent's Message" means a message, transmitted by the
Book-Entry Transfer Facility to and received by the Exchange Agent and forming a
part of a Book-Entry Confirmation (as defined below), which states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
tendering participant, which acknowledgment states that such participant has
received and agrees to be bound by this Letter and that the Issuer may enforce
this Letter against such participant. Holders of Old Bonds whose certificates
are not immediately available, or who are unable to deliver their certificates
or confirmation of the book-entry tender of their Old Bonds into the Exchange
Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Old Bonds according
to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1.
2
<PAGE> 3
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Old Bonds to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Bonds should be listed on a separate signed schedule affixed hereto.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD BONDS 1 2 3
----------------------------------------------------------------------------------------------------------------------
AGGREGATE
PRINCIPAL PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AMOUNT OF AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* OLD BOND(S) TENDERED**
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL
----------------------------------------------------------------------------------------------------------------------
* Need not be completed if Old Bonds are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Bonds
represented by the Old Bonds indicated in column 2. See Instruction 2. Old Bonds tendered hereby must be in
denominations of principal amount of $100,000 or any integral multiple of $1,000 in excess of $100,000. See
Instruction 1.
----------------------------------------------------------------------------------------------------------------------
</TABLE>
[ ] CHECK HERE IF TENDERED OLD BONDS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
-------------------------------------------------------
Account Number
--------------------------------- Transaction Code Number
---------------------------------
By crediting the Old Bonds to the Exchange Agent's account at the
Book-Entry Transfer Facility's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange Offer,
including transmitting to the Exchange Agent a computer-generated Agent's
Message in which the holder of the Old Bonds acknowledges and agrees to be bound
by the terms of, and makes the representations and warranties contained in, the
Letter, the participant in the Book-Entry Transfer Facility confirms on behalf
of itself and the beneficial owners of such Old Bonds all provisions of this
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