Genon Americas Generation S4/A Registration of securities issued in business combination transactions (amended) | SEC 7 May 02

EXHIBIT 99.1

LETTER OF TRANSMITTAL

Mirant Americas Generation, LLC

Offer to Exchange

7.20% Senior Notes due 2008 and

8.50% Senior Notes due 2021

Which Have Been Registered Under the Securities Act of 1933, as amended,

For Any and All Outstanding

Senior Notes

7.20% Senior Notes due 2008 (CUSIP No. 60467P AK 0) and

8.50% Senior Notes due 2021 (CUSIP No. 60467P AN 6)

Pursuant to the Prospectus Dated May 6, 2002

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2002 UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2002.

The Exchange Agent for this Offer is:

Deutsche Bank Trust Company Americas

By Mail:	By Overnight Mail or Courier:	By Hand:
DB Services Tennessee, Inc.	DB Services Tennessee, Inc.	Deutsche Bank Trust Company Americas
Corporate Trust & Agency Services	Corporate Trust & Agency Services	c/o The Depository Trust Clearing Corporation
Securities Payment Unit	Securities Payment Unit	55 Water Street, 1st Floor
P.O. Box 291207	648 Grassmere Park Road	Jeanette Park Entrance
Nashville, TN 37229-1207	Nashville, TN 37211	New York, NY 10041
FAX: (615) 835-3701	Confirm by Telephone: (615) 835-3572	Information (800) 735-7777

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

The undersigned acknowledges receipt of the Prospectus, dated May 6, 2002 (as amended or supplemented from time to time, the “Prospectus”), of Mirant Americas Generation, LLC, a Delaware limited liability company (the “Company”), and this Letter of Transmittal (this “Letter”), which together constitute the Company’s offer to exchange (the “Registered Exchange Offer”) an aggregate principal amount of up to $750 million of 7.20% Senior Notes due 2008 and 8.50% Senior Notes due 2021 (the “New Notes”), issued pursuant to an indenture, dated May 1, 2001, and a supplemental indenture relating to each series of notes, dated as of October 9, 2001 (collectively, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of the outstanding 7.20% Senior Notes due 2008 and 8.50% Senior Notes due 2021 issued under such Indenture (the “Existing Notes,” and together with the New Notes, the “Notes”). The Registered Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of October 9, 2001, between the Company and the initial purchasers named therein (the “Registration Rights Agreement”).

For each Existing Note accepted for exchange, the holder (the “Holder”) of such Existing Note will receive a New Note having a principal amount equal to that of the surrendered Existing Note. The New Notes will bear interest from the most recent date to which interest has been paid on the Existing Notes. Accordingly, registered holders of New Notes on the relevant record date for the first interest payment date following the completion of the Registered Exchange Offer will receive interest accruing from the most recent date to which interest has been paid. Existing Notes accepted for exchange will cease to accrue interest from and after the date of completion of the Registered Exchange Offer. Holders of Existing Notes whose Existing Notes are accepted for exchange will not receive any payment for accrued interest on the Existing Notes otherwise payable on any interest payment date the record date for which occurs on or after completion of the Registered Exchange Offer and will be deemed to have waived their rights to receive the accrued interest on the Existing Notes. Interest was paid on the Existing Notes on April 1, 2002 and the first scheduled interest distribution date on the New Notes is October 1, 2002.

Additional interest (the “Additional Interest”) with respect to the Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ii) below being herein called a “Registration Default”):

(i) the Registered Exchange Offer has not been consummated on or prior to June 6, 2002 and a registration statement (the “Registration Statement”) is not declared effective by the Securities and Exchange Commission (the “Commission”) on or prior to June 6, 2002; or

(ii) the Registration Statement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective at any time that the Company is obligated to maintain the effectiveness thereof or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Existing Notes during the periods specified in the Registration Rights Agreement because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act of 1934, as amended (the “Exchange Act”) or the respective rules thereunder.

Additional Interest shall accrue on the Notes over and above the interest set forth in the title of the Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the “Additional Interest Rate”), which Additional Interest Rate shall be the same regardless of whether one or more such Registration Defaults shall be continuing simultaneously. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate on the Securities will be reduced to the interest rate it would have been had no such Registration Default occurred.

A Registration Default referred to in clause (ii) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if such Registration Default has occurred solely as a result of (i) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (ii) the occurrence of other material events or developments with respect to the Company that would need to be described in such Registration Statement or the related prospectus, provided that, during the Suspension Period, the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events. The “Suspension Period” shall mean the period of time commencing on and including the date that the Company gives notice that the Registration Statement is no longer effective or the prospectus included therein is no longer usable as a result of the occurrence of such events or developments, and ending on the earliest to occur of (x) the date on which each seller of Notes covered by the Registration Statement either receives copies of the supplemented or amended prospectus contemplated herein or is advised in writing by the Company that the use of the prospectus may be resumed, (y) the expiration of 45 consecutive calendar days during which such Suspension Period has been in effect, and (z) the expiration of an aggregate of 60 days in any consecutive twelve-month period during which one or more Suspension Periods has been in effect. Additional Interest shall be payable in accordance with the above paragraph from and excluding the last day of a Suspension Period until such Registration Default is cured.

Any amounts of Additional Interest due pursuant to the provisions described above will be payable in cash on the regular interest payment dates with respect to the Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Notes and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

The Company reserves the right, at any time or from time to time, to extend the Registered Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Registered Exchange Offer is extended. The Company shall notify the holders of the Existing Notes of any extension by means of oral or written notice to the registered holders. Should the Company choose to extend the Registered Exchange Offer, the Company will have no obligation to publish, advertise or otherwise communicate this announcement to the public other than by making a timely release to an appropriate news agency.

This Letter is to be completed by a Holder of Existing Notes if Existing Notes are to be forwarded herewith. Holders who are participants in The Depository Trust Company (the “DTC”) (such participants, “DTC Participants”) tendering by book-entry transfer must execute such tender through DTC’s Automated Tender Offer Program (“ATOP”) pursuant to the procedure set forth in “This Exchange Offer—Procedures for Tendering the Existing Notes—Book-Entry Transfer” section of the Prospectus on or prior to the Expiration Date. DTC will verify such acceptance, execute a book-entry transfer of the tendered Existing Notes into the Exchange Agent’s account at DTC and then send to the Exchange Agent confirmation of such book-entry transfer (“Book-Entry Confirmation”) including an agent’s message (“Agent’s Message”) confirming that DTC has received an express acknowledgment from such Holder that such Holder has received and agrees to be bound by this Letter and that the Exchange Agent and the Company may enforce this Letter against such Holder. The Book-Entry Confirmation must be received by the Exchange Agent in order for the tender relating thereto to be effective. Book-entry transfer to DTC in accordance with DTC’s procedures does not constitute delivery of the Book-Entry Confirmation to the Exchange Agent.

If the tender is not made through ATOP, Existing Notes, as well as this Letter (or facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an agent’s message in lieu of a letter of transmittal, and any other documents required by this Letter, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date in order for such tender to be effective.

If a Holder’s Existing Notes are not immediately available, if time will not permit delivery of the Existing Notes and all required documents to the Exchange Agent on or prior to the Expiration Date, or if the procedures for book-entry transfer cannot be completed on a timely basis, a Holder must tender their Existing Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Procedures for Tendering the Existing Notes—Guaranteed Delivery” section of the Prospectus. See Instruction 1.

The method of delivery of the Book-Entry Confirmation or notes, this letter, and all other required documents is at the election and sole risk of the tendering Holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The undersigned has completed the appropriate information below and signed this Letter to indicate the action the undersigned desires to take with respect to the Registered Exchange Offer.

List below the Existing Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Existing Notes should be listed on a separate signed schedule affixed hereto.

Description of Existing Notes

Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank)

Series

Existing Note Numbers*

Aggregate
Principal
Amount of
Existing Notes

Principal
Amount Tendered**

Total

Need not be completed by Holders of Existing Notes being tendered by book-entry transfer (see below).

Unless otherwise indicated, it will be assumed that all Existing Notes represented by Notes delivered to the Exchange Agent are being tendered. See Instruction 1. Existing Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW NOTES RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR EXISTING NOTES.

Name:

Address:

Aggregate Principal Amount of Existing Notes so held: $

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Upon the terms and subject to the conditions of the Registered Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Existing Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Existing Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Existing Notes as are being tendered hereby. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Existing Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any New Notes acquired in exchange for Existing Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, that neither the holder of such Existing Notes nor any such other person is engaged in, or intends to engage in a distribution of such New Notes, or has an arrangement or understanding with any person to participate in the distribution of such New Notes, and that neither the holder of such Existing Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company.

The undersigned also acknowledges that this Registered Exchange Offer is being made based upon the Company’s understanding of an interpretation by the staff of the Commission as set forth in no-action letters issued to third parties, including Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”), that the New Notes issued in exchange for the Existing Notes pursuant to the Registered Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who acquires such New Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders’ business and such holders are not engaged in, and do not intend to engage in, a distribution of such New Notes and have no arrangement with any person to participate in the distribution of such New Notes.

If a holder of Existing Notes is engaged in or intends to engage in a distribution of the New Notes or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Registered Exchange Offer, such Holder could not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Existing Notes, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker–dealer in connection with resales of New Notes received in exchange for Existing Notes where such Existing Notes were acquired as a result of market–making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker–dealer for use in connection with any such resale.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Existing Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal

representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “This Exchange Offer—Withdrawal Rights” section of the Prospectus.

Unless otherwise indicated under “Special Issuance Instructions” below, please deliver the New Notes (and, if applicable, substitute notes representing Existing Notes for any Existing Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Existing Notes, please credit the account indicated above maintained at the DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute notes representing Existing Notes for any Existing Notes not exchanged) to the undersigned at the address shown above under “Description of Existing Notes.”

The undersigned, by completing the section “Description of Existing Notes” above and signing this letter, or by tendering Existing Notes through ATOP, will be deemed to have tendered the Notes as set forth above.


SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4) To be completed ONLY if Existing Notes not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter below, or if Existing Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the DTC other than the account indicated above. Issue New Notes and/or Notes to: Name(s): ____________________________ (Please type or print) ___________________________________ Address(es): _________________________ ___________________________________ (including zip code) ___________________________________ (social security or employer identification number) ¨ Credit unexchanged Existing Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below. ___________________________________ (the DTC Account Number, if applicable)				SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4) To be completed ONLY if Existing Notes not exchanged and/or New Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter below, or to the undersigned at a address other than shown under “Description of Existing Notes” on this Letter above. Mail New Notes and/or Notes to: Name(s): ___________________________ (Please type or print) __________________________________ Address: ____________________________ ___________________________________ (including zip code)

Important: Prior to 5:00 p.m., New York City time, on the expiration date, this letter or a facsimile hereof (together with Existing Notes and all other required documents or the Notice of Guaranteed Delivery) must be received by the Exchange Agent, or, alternatively, holders who are DTC Participants tendering by book-entry transfer must execute such tender through ATOP.

Please read this Letter of Transmittal carefully before completing any section above.

PLEASE SIGN HERE

(To be completed by all Tendering Holders)

(Complete accompanying Substitute Form W-9)

_____________________________________________________________________________________________________

(Signature(s) of Owner(s))

Date:_________________________________________________________________________________________________

Area Code and Telephone Number: ________________________________________________________________________

If a Holder is tendering any Existing Notes, this Letter must be signed by the registered Holder(s) as the name(s) appear(s) on the note(s) for the Existing Notes or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):______________________________________________________________________________________________

(Please type or print)

Capacity:______________________________________________________________________________________________

Address:_______________________________________________________________________________________________

(include zip code)

Signature Guarantee

(if required by Instruction 3)

Authorized Signature:____________________________________________________________________________________

Title:__________________________________________________________________________________________________

Name and Firm:_________________________________________________________________________________________

Dated:_________________________________________________________________________________________________

INSTRUCTIONS

Forming part of the terms and conditions of the offer to exchange New Notes, 7.20% Senior Notes due 2008 and 8.50% Senior Notes due 2021, which have been registered under the Securities Act of 1933, as amended, for any and all Existing Notes, 7.20% Senior Notes due 2008 and 8.50% Senior Notes due 2021.

1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures.

Holders of Existing Notes whose Existing Notes are not immediately available or who cannot deliver their Existing Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Notes pursuant to the guaranteed delivery procedures set forth in “This Exchange Offer—Procedures for Tendering the Existing Notes—Guaranteed Delivery” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Existing Notes and the amount of Existing Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the Notes for all physically tendered Existing Notes, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the notes for all physically tendered Existing Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

A Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Existing Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date.

As used herein and in the Prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as “an eligible guarantor institution,” that is a member of a medallion guarantee program including (as such terms are defined therein) (i) a

bank, (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association.

The method of delivery of this letter, the notes and all other required documents is at the election and risk of the tendering Holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If notes are sent by mail, it is suggested that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

See “This Exchange Offer” section of the Prospectus.

2. Partial Tenders (not applicable to Holders of Existing Notes who tender by book-entry transfer).

If less than all of the Existing Notes evidenced by a submitted note are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Existing Notes to be tendered above under “Description of Existing Notes—Principal Amount Tendered.” A reissued note representing the balance of nontendered Existing Notes will be sent to such tendering holder, unless otherwise provided in the appropriate section of this Letter, promptly after the Expiration Date. All of the Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3. Signatures of this Letter; Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter is signed by the registered holder of the Existing Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the notes without any change whatsoever.

If any tendered Existing Notes are owned of record by two or more joint owners, all such owners must sign this Letter.

If any tendered Existing Notes are registered in different names on several notes, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of notes.

When this Letter is signed by the registered holder of the Existing Notes specified herein and tendered hereby, no endorsements of notes or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Existing Notes are to be reissued, to a person other than the registered holder, then endorsements of any notes transmitted hereby or separate bond powers are required. Signatures on such notes must be guaranteed by an Eligible Institution.

If this Letter is signed by a person other than the registered holder of any Existing Notes specified herein, such Existing Notes must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name of the registered holder appears on the Existing Notes and the signatures on such Existing Notes must be guaranteed by an Eligible Institution.

If this Letter or any notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the Existing Notes are tendered: (i) by a registered holder of Existing Notes (which term, for purposes of the Registered Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Existing Notes) tendered who has not completed the information under

“Special Issuance Instructions” or “Special Delivery Instructions” on this Letter, or (ii) for the account of an Eligible Institution.

4. Special Issuance and Delivery Instructions.

Tendering holders of Existing Notes should indicate under the appropriate caption in this Letter the name and address to which New Notes issued pursuant to the Registered Exchange Offer and/or substitute Notes evidencing Existing Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. A holder of Existing Notes tendering Existing Notes by book-entry transfer may request that Existing Notes not exchanged be credited to such account maintained at the DTC as such Holder of Existing Notes may designate hereon. If no such instructions are given, such Existing Notes not exchanged will be returned to the name or address of the person signing this Letter.

5. Tax Identification Number.

Federal income tax law generally requires that a tendering Holder whose Existing Notes are accepted for exchange must provide the Exchange Agent with such Holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below, which, in the case of a tendering Holder who is an individual, is his or her social security number. If a tendering Holder does not provide the Exchange Agent with its current TIN or an adequate basis for an exemption, such tendering Holder may be subject to backup withholding in an amount equal to 30% of all reportable payments made after the exchange. If withholding results in an overpayment of taxes, a refund may be obtained.

Exempt Holders of Existing Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the Specific Instructions on the original W-9 form (the “Specific Instructions”) for additional instructions. To prevent backup withholding, each tendering Holder of Existing Notes must provide its correct TIN by completing the “Substitute Form W-9” set forth below, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from backup withholding, (ii) the Holder has not been notified by the Internal Revenue Service that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the Holder that such Holder is no longer subject to backup withholding. If the tendering Holder of Existing Notes is a nonresident alien or foreign entity not subject to backup withholding, such Holder must give the Exchange Agent a completed Form W-8, Certificate of Foreign Status. These forms may be obtained from the Exchange Agent. If the Existing Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the Specific Instructions for information on which TIN to report. If such Holder does not have a TIN, such Holder should consult the Specific Instructions for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write “applied for” in lieu of its TIN.

Note: checking this box and writing “applied for” on the form means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If such Holder does not provide its TIN to the Exchange Agent within 60 days, backup withholding will begin and continue until such Holder furnishes its TIN to the Exchange Agent.

6. Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Existing Notes to it or its order pursuant to the Registered Exchange Offer. If, however, New Notes and/or substitute Existing Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Existing Notes tendered hereby, or if tendered Existing Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than

the transfer of Existing Notes to the Company or its order pursuant to the Registered Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this Instruction 6, it is not necessary for transfer tax stamps to be affixed to the Existing Notes specified in this Letter.

7. Waiver of Conditions.

The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

8. No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Existing Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Existing Notes for exchange. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Existing Notes nor shall any of them incur any liability for failure to give any such notice.

9. Mutilated, Lost, Stolen or Destroyed Notes.

Any Holder whose Existing Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, may be directed to the Exchange Agent, at the address and telephone number indicated above.

Genon Americas Generation Inactive S-4/ARegistration of securities issued in business combination transactions (amended)