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- S-4 Registration of securities issued in business combination transactions
- 3.3 Certificate of Formation-berrians I Gas
- 3.4 Limited Liability Company Agreement-berrians
- 3.5 Certificate of Formation-big Cajun II Unit 4
- 3.6 Limited Liability Company Agreement-big Cajun II
- 3.7 Articles of Incorporation-capistrano Cogeneration
- 3.8 By-laws - Capistrano Cogeneration Company
- 3.9 Articles of Incorporation-chickahominy
- 3.10 By-laws - Chickahominy River Energy
- 3.11 Articles of Incorporation-eastern Sierra
- 3.12 By-laws - Eastern Sierra Energy
- 3.13 Certificate of Formation-el Segundo Power II
- 3.14 Limited Liability Company Agreement-el Segundo
- 3.15 Articles of Incorporation-hanover Energy
- 3.16 By-laws - Hanover Energy
- 3.17 Certificate of Incorporation-indian River
- 3.18 By-laws - Indian River Operations
- 3.19 Articles of Incoporation-james River Power
- 3.20 Limited Liability Company Agreement-james River
- 3.21 Certificate of Limited Partnership-kaufman Cogen
- 3.22 Limited Partnership Agreement-kaufman Cogen
- 3.23 Certificate of Formation-louisiana Generating
- 3.24 Limited Liability Company Agreement-louisiana
- 3.25 Certificate of Formation-neo California Power
- 3.26 Limited Liability Company Agreement-neo California
- 3.27 Certificate of Formation-neo Chester-gen
- 3.28 Limited Liability Company Agreement-neo Chester
- 3.29 Articles of Incorporation-neo Corporation
- 3.30 By-laws - Neo Corporation
- 3.31 Certificate of Formation-neo Freehold-gen
- 3.32 Limited Liability Company Agreement-neo Freehold
- 3.33 Certificate of Incorporation-neo Landfill Gas
- 3.34 By-laws - Neo Landfill
- 3.35 Certificate of Incorporation-neo Power Services
- 3.36 By-laws - Neo Power Services
- 3.37 Certificate of Formation-northeast Generation
- 3.38 Limited Liability Company Agreement-northeast Generating
- 3.39 Certificate of Incorporation-nrg Affiliate
- 3.40 By-laws - NRG Affiliate Services
- 3.41 Certificate of Incorporation-nrg Arthur Kill
- 3.42 By-laws - NRG Arthur Kill Operations
- 3.43 Certificate of Incorporation-nrg Asia-pacific
- 3.44 By-laws - NRG Asia-pacific
- 3.45 Certificate of Incorporation-nrg Astoria Gas
- 3.46 By-laws - NRG Astoria Gas Turbine Operations
- 3.47 Certificate of Formation-nrg Bayou Cove
- 3.48 Limited Liability Company Agreement-nrg Bayou Cove
- 3.49 Certificate of Incorporation-nrg Cabrillo Power
- 3.50 By-laws - NRG Cabrillo Power
- 3.51 Certificate of Incorporation-nrg Cadillac
- 3.52 By-laws - NRG Cadillac Operations
- 3.53 Certificate of Formation-nrg California Peaker
- 3.54 Limited Liability Company Agreement-nrg California
- 3.55 Certificate of Formation-nrg Central Us
- 3.56 Limited Liability Company Agreement-nrg Central Us
- 3.57 Certificate of Incorporation-nrg Connecticut
- 3.58 By-laws - NRG Connecticut Affiliate
- 3.59 Certificate of Incorporation-nrg Devon Operations
- 3.60 By-laws - NRG Devon Operations
- 3.61 Certificate of Incorporation-nrg Dunkirk
- 3.62 By-laws - NRG Dunkirk Operations
- 3.63 Certificate of Formation-nrg Eastern
- 3.64 Limited Liability Company Agreement-nrg Eastern
- 3.65 Certificate of Incorporation-nrg El Segundo
- 3.66 By-laws - NRG El Segundo Operations
- 3.67 Certificate of Incorporation-nrg Huntley
- 3.68 By-laws - NRG Huntley Operations
- 3.69 Certificate of Formation-nrg International
- 3.70 Limited Liability Company Agreement-nrg International
- 3.71 Certificate of Formation-nrg Kaufman
- 3.72 Limited Liability Company Agreement-nrg Kaufman
- 3.73 Certificate of Formation-nrg Mesquite
- 3.74 Limited Liability Company Agreement-nrg Mesquite
- 3.75 Certificate of Incorporation-nrg Midatlantic
- 3.76 By-laws - NRG Midatlantic
- 3.77 Certificate of Formation-nrg Midatlantic
- 3.78 Limited Liability Company Agreement-nrg Midatlantic
- 3.79 Certificate of Incorporation-nrg Middletown
- 3.80 By-laws - NRG Middletown Operations
- 3.81 Certificate of Incorporation-nrg Montville
- 3.82 By-laws - NRG Montville Operations
- 3.83 Certificate of Formation-nrg New Jersey Energy
- 3.84 Limited Liability Company Agreement-nrg New Jersey
- 3.85 Certificate of Incorporation-nrg North Central
- 3.86 By-laws - NRG North Central Operations
- 3.87 Certificate of Incorporation-nrg Northeast
- 3.88 By-laws - NRG Northeast Affiliate Services
- 3.89 Certificate of Incorporation-nrg Norwalk Harbor
- 3.90 By-laws - NRG Norwalk Harbor Operations
- 3.91 Certificate of Incorporation-nrg Operating Service
- 3.92 By-laws - NRG Operating Services
- 3.93 Certificate of Incorporation-nrg Oswego Harbor
- 3.94 By-laws - NRG Oswego Harbor Power Operations
- 3.95 Certificate of Incorporation-nrg Power Marketing
- 3.96 By-laws - NRG Power Marketing
- 3.97 Certificate of Incorporation-nrg Saguaro Operations
- 3.98 By-laws - NRG Saguaro Operations
- 3.99 Certificate of Incorporation-nrg South Central
- 3.100 By-laws - NRG South Central Affiliate Services
- 3.101 Certificate of Incorporation-nrg South Central
- 3.102 By-laws - NRG South Central Operations
- 3.103 Certificate of Formation-nrg West Coast
- 3.104 Limited Liability Company Agreement-nrg West Coast
- 3.105 Certificate of Incorporation-nrg Western Affiliate
- 3.106 By-laws - NRG Western Affiliate Services
- 3.107 Certificate of Incorporation-somerset Operations
- 3.108 By-laws - Somerset Operations
- 3.109 Certificate of Formation-south Central Generation
- 3.110 Limited Liability Company Agreement-south Central
- 3.111 Certificate of Incorporation-vienna Operations
- 3.112 By-laws - Vienna Operations
- 3.113 Certificate of Formation-arthur Kill Power
- 3.114 Certificate of Formation-astoria Gas Turbine Power
- 3.115 Certificate of Formation-connecticut Jet Power
- 3.116 Certificate of Formation-devon Power
- 3.117 Certificate of Formation-dunkirk Power
- 3.118 Certificate of Formation-huntley Power
- 3.119 Certificate of Formation-middletown Power
- 3.120 Certificate of Formation-montville Power
- 3.121 Certificate of Formation-norwalk Power
- 3.122 Certificate of Formation-nrg New Roads Holdings
- 3.123 Certificate of Formation-nrg Northeast Generating
- 3.124 Certificate of Formation-nrg South Central Generating
- 3.125 Certificate of Formation-oswego Harbor Power
- 3.126 Certificate of Formation-somerset Power
- 3.127 Form of Amended/restated Limited Liability Agreement
- 3.128 Certificate of Formation-commonwealth Atlantic
- 3.129 Certificate of Formation-conemaugh Power
- 3.130 Certificate of Formation-indian River Power
- 3.131 Certificate of Formation-keystone Power
- 3.132 Certificate of Formation-midatlantic Generation
- 3.133 Certificate of Formation-nrg Midatlantic
- 3.134 Certificate of Formation-nrg Rocky Road
- 3.135 Certificate of Formation-saguaro Power
- 3.136 Certificate of Formation-vienna Power
- 3.137 Form of Amended/restated Limited Liability Agreement
- 5.1 Opinion/consent of Kirkland & Ellis LLP
- 5.2 Opinion/consent of Leonard, Street and Deinard
- 5.3 Opinion/consent of Williams Mullen
- 8.1 Opinion/consent of Kirkland & Ellis LLP
- 12.1 Statement Re: Compuation of Ratios
- 23.1 Consent of Pricewaterhousecoopers LLP
- 25.1 Statement of Eligibility of Trustee on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Tender Instructions
- 99.3 Form of Notice of Guaranteed Delivery
EXHIBIT 99.2
INSTRUCTIONS
TO REGISTERED HOLDER AND/ OR
NRG ENERGY, INC.
In Respect of
Exchange Offer for
Pursuant to the Prospectus dated , 2004
To Registered Holder and/or Book Entry Transfer Facility Participant:
The undersigned hereby acknowledges receipt of the Prospectus, dated , 2004 (the “Prospectus”) of NRG Energy, Inc., a Delaware corporation (the “Issuer”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Issuer’s offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, a registered holder and/or Book-Entry Transfer Participant, as to action to be taken by you relating to the Exchange Offer with respect to the $1,725,000,000 in aggregate principal amount of the 8% Second Priority Senior Secured Notes due 2013 (the “Outstanding Securities”) held by you for the account of the undersigned.
The aggregate principal amount of the Outstanding Securities held by you for the account of the undersigned is (fill in amount):
$ .
With respect to the Exchange Offer, the undersigned hereby instructs you(check appropriate box):
o TO TENDER Outstanding Securities held by you for the account of the undersigned in the aggregate principal amount of (fill in amount, if any):
$ .
o NOT TO TENDER any Outstanding Securities held by you for the account of the undersigned.
If the undersigned instructs you to tender the Outstanding Securities held by you for the account of the undersigned, it is understood that you are authorized:
(a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the undersigned’s principal residence is in the state of(fill in state) , (ii) the undersigned is not participating, does not participate, and has no arrangement or understanding with any person to participate in the distribution of the New Securities, (iii) the New Securities to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (iv) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Securities, (v) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer, (vi) that the undersigned is not a broker-dealer |
tendering securities directly acquired from the Issuer for its own account, and (vii) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the New Securities must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), in connection with a secondary resale of the New Securities acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the no-action letters that are discussed in the section of the Prospectus entitled “The Exchange Offer”; | |
(b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and | |
(c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of such Outstanding Securities. |
SIGN HERE
Name of beneficial owner(s):
Signature(s):
Name (please print):
Address:
Telephone number:
Taxpayer Identification or Social Security Number:
Date:
2