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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 99.2
NOTICE OF GUARANTEED DELIVERY
With Respect to Tender of
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 TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. | |
The Exchange Agent is:
The Bank of New York
By Registered or Certified Mail, Overnight Delivery, or Hand Delivery:
The Bank of New York
Attn: William Buckley
15 Broad Street, 16th Floor
New York, New York 10007
By Facsimile:
(212) 235-2261
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
As set forth in the prospectus (the "Prospectus") dated [ ], 2001 of Northeast Generation Company (the "Company") and in the accompanying Letter of Transmittal and instructions thereto (the "Letter of Transmittal"), this form or one substantially equivalent thereto must be used to accept the Company's offer (the "Exchange Offer") 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") if the Letter of Transmittal or any other documents required thereby cannot be delivered to The Bank of New York, as exchange agent (the "Exchange Agent"), or Old Bonds cannot be delivered or if the procedures for book-entry transfer cannot be completed prior to the Expiration Date. This form may be delivered by an "eligible institution" by mail or hand delivery or transmitted via facsimile to the Exchange Agent as set forth above. For a description of the types of institutions that are "eligible institutions," see the section of the Prospectus entitled "The Exchange Offer—Signature Requirements and Signature Guarantee."
This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Company upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Old Bonds specified below pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures" and Instruction 2 of the Letter of Transmittal. By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Old Bonds set forth in the Letter of Transmittal.
The undersigned understands that tenders of Old Bonds may be withdrawn if the Exchange Agent receives at its address specified on the cover of this Notice of Guaranteed Delivery, prior to the Expiration Date, a facsimile transmission or letter which specifies the name of the person who deposited the Old Bonds to be withdrawn, the aggregate principal amount of Old Bonds to be withdrawn, the certificate number(s) (if any) of the Old Bonds and that such person is withdrawing his election to have such Old Bonds exchanged, and which is signed in the same manner as the original signature on the Letter of Transmittal by which the Old Bonds were tendered, including any signature guarantees, all in accordance with the procedures set forth in the Prospectus.
All authority herein conferred or agreed to be conferred shall survive the death, incapacity, or dissolution of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.
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The undersigned hereby tenders the Old Bonds listed below:
PLEASE SIGN AND COMPLETE
Certificate Numbers of Old Bonds
(if Available)
Principal Amount of Old Bonds Tendered
SIGNATURE(s) of registered holder(s) or Authorized Signatory Name(s) of registered holder(s) (Please Type or Print) Title |
Address Area Code and Telephone No. Date If Old Bonds will be tendered by book-entry transfer, check the trust company below: / / The Depository Trust Company Depository Account No. |
|
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each, an "Eligible Institution") hereby (i) represents that the above-named persons are deemed to own the Old Bonds tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) represents that such tender of Old Bonds complies with Rule 14e-4 and (iii) guarantees that the Old Bonds tendered hereby in proper form for transfer or confirmation of book-entry transfer of such Old Bonds into the Exchange Agent's account at the book-entry transfer facility, in each case together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at its address set forth above within three New York Stock Exchange trading days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and the Old Bonds to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
SIGN HERE
| Name of Firm: |
Authorized Signature: |
Name: |
(please type or print) |
Address: |
||
Area Code and Telephone No. |
Date: |
DO NOT SEND CERTIFICATES FOR OLD BONDS WITH THIS FORM. ACTUAL SURRENDER OF CERTIFICATES FOR OLD BONDS MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover hereof prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and all other required documents to the Exchange Agent is at the election and risk of the holder but, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holder use properly insured, registered mail with return receipt requested. For a full description of the guaranteed delivery procedures, see the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." In all cases, sufficient time should be allowed to assure timely delivery. No Notice of Guaranteed Delivery should be sent to the Company.
2. Signature on this Notice of Guaranteed Delivery; Guarantee of Signatures. If this Notice of Guaranteed Delivery is signed by the holder(s) referred to herein, then the signature must correspond with the name(s) as written on the face of the Old Bonds without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the holder(s) listed, this Notice of Guaranteed Delivery must be accompanied by a properly completed bond power signed as the name of the holder(s) appear(s) on the face of the Old Bonds without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.
3. Requests for Assistance or Additional Copies. Questions relating to the Exchange Offer or the procedure for consenting and tendering as well as requests for assistance or for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address set forth on the cover hereof or to your broker, dealer, commercial bank or trust company.
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