NOTICE OF GUARANTEED DELIVERY
FOR
EDISON MISSION HOLDINGS CO.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Edison Mission Holdings Co. (the "Company") made pursuant to
the Prospectus, dated , 2000 (the "Prospectus"), if certificates for
the outstanding 8.137% Senior Secured Bonds due 2019 and the outstanding 8.734%
Senior Secured Bonds due 2026 of the Company (colletively, the "Original Bonds")
are not immediately available or if the procedure for book-entry transfer cannot
be completed on a timely basis or time will not permit all required documents to
reach United States Trust Company of New York, as exchange agent (the "Exchange
Agent") prior to 5:00 P.M., New York City time, on the Expiration Date of the
Exchange Offer. Such form may be delivered or transmitted by facsimile
transmission, mail or hand delivery to the Exchange Agent as set forth below. In
addition, in order to utilize the guaranteed delivery procedure to tender
Original Bonds pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal (or facsimile thereof or Agent's Message in lieu thereof)
must also be received by the Exchange Agent prior to 5:00 P.M., New York City
time, on the Expiration Date. Capitalized terms not defined herein are defined
in the Prospectus.
DELIVERY TO: United States Trust Company of New York, EXCHANGE AGENT
BY HAND BEFORE 4:30 P.M.: BY REGISTERED OR CERTIFIED MAIL:
United States Trust Company of New York United States Trust Company of New York
111 Broadway P.O. Box 843
New York, NY 10006 Cooper Station
Attention: Lower Level Corporate Trust Window New York, NY 10276
Attention: Corporate Trust Services
BY HAND OR OVERNIGHT DELIVERY AFTER 4:30 P.M. ON THE EXPIRATION DATE:
United States Trust Company of New York
770 Broadway, 13(th) Floor
New York, NY 10003
FOR INFORMATION CALL:
(800) 548-6565
BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY):
(212) 420-6211
CONFIRM BY TELEPHONE:
(800) 548-6565
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.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Original Bonds set forth below pursuant to the
guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus.
Principal Amount of Original Bonds Tendered:(*) $ ______________________________
Certificate Nos. (if available): _______________________________________________
If Original Bonds will be delivered by book-entry transfer to The Depository
Trust Company, provide
account number ________________________________________________________________.
Total Principal Amount Represented by Original Bonds Certificate(s):
$________________________________ Account Number _______________________________
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 ASSIGNS OF THE UNDERSIGNED.
PLEASE SIGN HERE
X ______________________________________________________________________________
X ______________________________________________________________________________
Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number: ________________________________________________
Must be signed by the holder(s) of Original Bonds as their name(s) appear(s)
on certificates for Original Bonds 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 or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): _______________________________________________________________________
_______________________________________________________________________
Capacity: ______________________________________________________________________
Address(es): ___________________________________________________________________
___________________________________________________________________
- ------------------------
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
2
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program, hereby guarantees
that the certificates representing the principal amount of Original Bonds
tendered hereby in proper form for transfer, or timely confirmation of the
book-entry transfer of such Original Bonds into the Exchange Agent's account at
The Depository Trust Company pursuant to the procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus,
together with any required signature guarantee and any other documents required
by the Letter of Transmittal, will be received by the Exchange Agent at the
address set forth above, no later than three New York Stock Exchange trading
days after the Expiration Date.
- ------------------------------------------- -------------------------------------------
Name of Firm Authorized Signature
- ------------------------------------------- -------------------------------------------
Address Title
Name:
- -----------------------------------------------------------------------------------------------
(Please Type of Print)
- -----------------------------------------------------------------------------------------------
Zip Code
Area Code and Tel. No.
- -----------------------------------------------------------------------------------------------
Dated:
- -----------------------------------------------------------------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL BONDS WITH THIS FORM. CERTIFICATES
FOR ORIGINAL BONDS SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY
EXECUTED LETTER OF TRANSMITTAL.
3