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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/06/01 Northeast Generation Co S-4 35:4.7M Merrill Corp/FA |
Document/Exhibit Description Pages Size 1: S-4 Registration of Securities Issued in a HTML 1.90M Business-Combination Transaction 2: EX-1.1 Purchase Agreement 29 130K 3: EX-3.1 Certificate of Incorporation 2 17K 4: EX-3.2 By-Laws 7 29K 5: EX-4.1 Indenture 75 343K 6: EX-4.2 First Supplemental Indenture 95 318K 7: EX-4.3 Form of Series A-1 Bond 10 34K 8: EX-4.4 Form of Series B-1 Bond 10 36K 9: EX-4.5 Registration Rights Agreement 24 107K 10: EX-5.1 Opinion re: Legality 2 16K 11: EX-10.1 Power Purchase and Sales Agreement 44 112K 23: EX-10.10 Interconnection Agreement With Wmeco 47 182K 24: EX-10.11 (800) 688 - 1933 59 249K 25: EX-10.12 Purchase and Sales Agreement Wmeco 57 239K 26: EX-10.13 Form of Exchange Agent Agreement 9 39K 12: EX-10.2 Guaranty 10 41K 13: EX-10.3 Consent and Agreement 8 39K 14: EX-10.4 Security Agreement 17 68K 15: EX-10.5 Form of Mortgage 22 87K 16: EX-10.6 Management and Operation Agreement 44 120K 17: EX-10.6(1) (800) 688 - 1933 2 16K 18: EX-10.7 Service Contract 9 36K 19: EX-10.7(1) Renewal of Service Contract 2 17K 20: EX-10.8 Tax Allocation Agreement 8 38K 21: EX-10.8-1 First Amendment to Tax Allocation Agreement 11 41K 22: EX-10.9 (800) 688 - 1933 47 181K 27: EX-12 Ratio of Earnings to Fixed Charges 1 13K 28: EX-23.1 Consent of Arthur Andersen 1 11K 29: EX-23.3 (800) 688 - 1933 2± 15K 30: EX-23.4 Consent of Pa Consulting Services 2± 14K 31: EX-25.1 Form T-1 7 26K 32: EX-99.1 Letter of Transmittal HTML 71K 33: EX-99.2 Notice of Guaranteed Delivery HTML 26K 34: EX-99.3 Brokers Letter HTML 16K 35: EX-99.4 Client Letter HTML 22K
Prepared by MERRILL CORPORATION |
Exhibit 99.4
Letter To Beneficial Holders
REGARDING THE OFFER TO EXCHANGE
Any and All Outstanding 4.998% Series A Senior Secured Bonds Due 2005
for 4.998% Series A-1 Senior Secured Bonds Due 2005
and
Any and All Outstanding 8.812% Series B Senior Secured Bonds Due 2026
for 8.812% Series B-1 Senior Secured Bonds Due 2026
of
NORTHEAST GENERATION COMPANY
Pursuant to the Prospectus Dated [ ], 2001
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME
MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
[ ], 2001
To Our Clients:
Enclosed for your consideration is a Prospectus dated [ ], 2001 (the "Prospectus") and a Letter of Transmittal (the "Letter of Transmittal") that together constitute the offer (the "Exchange Offer") by Northeast Generation Company, a Connecticut corporation (the "Company"), to exchange up to $120,000,000 in principal amount of its 4.998% Series A-1 Senior Secured Bonds due 2005 (the "Series A-1 Bonds") and up to $320,000,000 in principal amount of its 8.812% Series B-1 Senior Secured Bonds due 2005 (the "Series B Bonds", and collectively with the Series A-1 Bonds, the "Exchange Bonds"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all outstanding 4.998% Series A Senior Secured Bonds due 2005 (the "Series A Bonds") and any and all outstanding 8.812% Series B Senior Secured Bonds due 2026 (the "Series B Bonds", and collectively with the Series A Bonds, the "Old Bonds"), issued and sold in a transaction exempt from registration under the Securities Act, upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer.
These materials are being forwarded to you as the beneficial owner of Old Bonds carried by us for your account or benefit but not registered in your name. A tender of any Old Bonds may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Old Bonds registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Old Bonds in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender any or all of your Old Bonds, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to tender your Old Bonds.
Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Bonds on your behalf in accordance with the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2002. Old Bonds tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.
If you wish to have us tender any or all of your Old Bonds held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Old Bonds held by us and registered in our name for your account or benefit.
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF 4.998% SERIES A SENIOR SECURED BONDS DUE 2005 AND/OR
8.812% SERIES B SENIOR SECURED BONDS DUE 2026
OF NORTHEAST GENERATION COMPANY
The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer of the Company.
This will instruct you to tender the principal amount of Old Bonds indicated below held by you for the account or benefit of the undersigned, pursuant to the terms of and conditions set forth in the Prospectus and the Letter of Transmittal.
The aggregate face amount of the Old Bonds held by you for the account of the undersigned is (fill in amount):
$ | of the 4.998% Series A Senior Secured Bonds due 2005. | |||
$ | of the 8.812% Series B Senior Secured Bonds due 2026. |
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
/ / To TENDER the following Old Bonds held by you for the account of the undersigned (insert principal amount of Old Bonds to be tendered, if any):
$ | of the 4.998% Series A Senior Secured Bonds due 2005. | |||
$ | of the 8.812% Series B Senior Secured Bonds due 2026. |
/ / NOT to TENDER any Old Bonds held by you for the account of the undersigned.
If the undersigned instructs you to tender the Old Bonds held by you for the account of the undersigned, it is understood that you are authorized:
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SIGN HERE
Name of Beneficial Owner(s) |
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Signature(s) |
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Name(s) (please print) |
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Address |
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Principal place of business (if different from address listed above) |
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Telephone Number(s) |
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Taxpayer Identification or Social Security Number(s) |
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Date |
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