Exhibit 99(b)
PSEG POWER LLC
NOTICE OF GUARANTEED DELIVERY
Offer to Exchange
Registered $300,000,000 2.50% Senior Notes due 2013
Registered $406,004,000 5.125 Senior Notes due 2020
for any and all
Unregistered $300,000,000 2.50% Senior Notes due 2013
Unregistered $406,004,000 5.125% Senior Notes due 2020
Pursuant to the Prospectus dated _______, 2010
This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company’s (a) unregistered 2.50% Senior Notes due 2013 (the “2013 Original Notes”) and (b) unregistered 5.125% Senior Notes due 2020 (the “2020 Original Notes” and, together with the 2013 Original Notes, the “Original Notes”) are not immediately available, (ii) Original Notes, the Letter of Transmittal and all other required documents cannot be delivered to The Bank of New York Mellon (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on _______, 2010 (the “Expiration Date”) or (iii) the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. See “The Exchange Offer—Procedures for Tendering Original Notes” in the Prospectus (as defined below). Capitalized terms used but not defined herein have the meanings assigned to them in the Prospectus.
The Exchange Agent for the Exchange Offer is: The Bank of New York Mellon.
| | | |
By Hand or Overnight Delivery:
| By Registered or Certified Mail:
| By Facsimile Transmission:
| To Confirm by Telephone
or for Information:
|
| The Bank of New York | The Bank of New York | (Eligible Institutions Only) | (212) 815-2742 |
| Mellon Corporation | Mellon Corporation | (212) 298-1915 | |
| Corporate Trust Operations | Corporate Trust Operations | | |
| Reorganization Unit | Reorganization Unit | | |
| 101 Barclay Street, 7 East | 101 Barclay Street, 7 East | | |
| New York, New York 10286 | New York, New York 10286 | | |
| Attention: Ms. Diane Amoroso | Attention: Ms. Diane Amoroso | | |
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A 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 SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to PSEG Power LLC, a Delaware limited liability company (the “Company”), upon the terms and subject to the conditions set forth in the Prospectus dated _______, 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, the aggregate principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer—Procedures for Tendering Original Notes.”
| | | | | | | | | | |
Name(s) and Address(es)
of Holder(s)
| | Certificate Numbers
(if available)
| | Principal Amount
of 2013 Original
Notes Represented
| | Principal Amount
of 2013 Original
Notes Tendered*
| | Principal Amount
of 2020 Original
Notes Represented
| | Principal Amount
of 2020 Original
Notes Tendered*
|
| | | | | $ | | $ | | $ | | $ |
| | | | | $ | | $ | | $ | | $ |
| | | | | $ | | $ | | $ | | $ |
* Must be in minimum denominations of $2,000 and integral multiples of $1,000.If Original Notes will be tendered by book-entry transfer, provide the following information:
DTC Account Number _________________________________________________________________________
Date: _______________________________________________________________________________________
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All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assign of the undersigned.
PLEASE SIGN HERE
X __________________________________________________________________________________________
X __________________________________________________________________________________________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Date: _______________________________________________________________________________________
AREA CODE AND TELEPHONE NO.: ______________________________________________________________
Must be signed by the holder(s) of the Original Notes as their name(s) appear(s) on certificates for Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his of her full title below and, unless waived by the Company, provide proper evidence satisfactory to the Company of such person’s authority to so act.
Please print name(s) and address(es)
NAME _____________________________________________________________________________________
CAPACITY _________________________________________________________________________________
ADDRESS (INCLUDING ZIP CODE): ___________________________________________________________
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein) (i) a bank, (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker or government securities dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency or (v) a savings association that is a participant in a Securities Transfer Association (each of the foregoing being referred to as an “Eligible Institution”), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the Original Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Original Notes to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal with any required signature guarantees (or facsimile thereof), or a properly transmitted electronic message through ATOP in the case of book-entry transfers and any other required documents within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of Transmittal (or facsimile thereof), or a properly transmitted electronic message through ATOP in the case of book-entry transfers and the Original Notes tendered hereby (or a book-entry confirmation) to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.
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SIGNATURE GUARANTEE
____________________________________________________________________________________________________________
(AUTHORIZED SIGNATURE)
____________________________________________________________________________________________________________
(PRINTED NAME)
____________________________________________________________________________________________________________
(TITLE)
____________________________________________________________________________________________________________
(NAME OF FIRM)
____________________________________________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF FIRM)
Date: _______________________________________________________________________________________________________
NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS FORM. CERTIFICATES FOR ORIGINAL NOTES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
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