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EXHIBIT 99.02
RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
8.554% SERIES A PASS THROUGH 9.237% SERIES B PASS THROUGH 9.681% SERIES C PASS THROUGH
CERTIFICATES DUE 2005 CERTIFICATES DUE 2017 CERTIFICATES DUE 2026
IN EXCHANGE FOR REGISTERED IN EXCHANGE FOR REGISTERED IN EXCHANGE FOR REGISTERED
8.554% SERIES A EXCHANGE PASS 9.237% SERIES B EXCHANGE PASS 9.681% SERIES C EXCHANGE PASS
THROUGH CERTIFICATES DUE 2005 THROUGH CERTIFICATES DUE 2017 THROUGH CERTIFICATES DUE 2026
This form, or one substantially equivalent hereto, must be used by a holder
to accept the Exchange Offer of Reliant Energy Mid-Atlantic Power Holdings, LLC
(the "Company"), Reliant Energy Maryland Holdings, LLC, Reliant Energy Northeast
Management Company, Reliant Energy Mid-Atlantic Power Services, Inc. and Reliant
Energy New Jersey Holdings, LLC and to tender 8.554% Series A Pass Through
Certificates due 2005, 9.237% Series B Pass Through Certificates due 2017 and
9.681% Series C Pass Through Certificates due 2026 (collectively, the "Original
Certificates") to the Exchange Agent pursuant to the guaranteed delivery
procedures described in "The Exchange Offer -- Guaranteed Delivery Procedures"
of the Company's prospectus dated February , 2001 and in Instruction 2 to the
related letter of transmittal. Any holder who wishes to tender Original
Certificates of a series pursuant to such guaranteed delivery procedures must
ensure that Bankers Trust Company, as exchange agent (the "Exchange Agent"),
receives this notice of guaranteed delivery, properly completed and duly
executed, prior to the Expiration Date (as defined below) of the Exchange Offer
for such series. Capitalized terms used but not defined herein have the meanings
ascribed to them in the letter of transmittal.
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EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH ,
2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING CERTIFICATES TENDERED
IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE FOR SUCH EXCHANGE OFFER.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
BANKERS TRUST COMPANY
By Courier: By Mail (registered or By Hand:
certified mail recommended):
BT Services Tennessee, Inc. BT Services Tennessee, Inc. Bankers Trust Company Attn:
Corporate Trust & Agency Reorganization Unit Reorganization Department
Services P.O. Box 292737 Receipt & Delivery Window
Reorganization Unit Nashville, TN 37229-2737 123 Washington Street, 1st
648 Grossmere Park Road Floor
Nashville, TN 37211 New York, NY 10006
By Facsimile Transmission (eligible institutions only):
(615) 835-3701
Confirm by Telephone:
(615) 835-3572
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE THE NOTICE OF
GUARANTEED DELIVERY IS COMPLETED.
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 in the box provided on
the letter of transmittal for guarantee of signatures.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company, in accordance with the
Company's offer, 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 Original Certificates of the series set
forth below pursuant to the guaranteed delivery procedures set forth in the
prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures" and in Instruction 2 of the letter of transmittal.
The undersigned hereby tenders the Original Certificates of the series
listed below:
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CERTIFICATE NUMBER(S) (IF
KNOWN) OF ORIGINAL
TITLE OF CERTIFICATES OR ACCOUNT NUMBER AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
SERIES* AT THE DTC AMOUNT REPRESENTED AMOUNT TENDERED**
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PLEASE SIGN AND COMPLETE
Names of Record Holder(s): --------------------------------- Signature(s): ----------------------------------------------
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Address: ---------------------------------------------------
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Area Code and Telephone Number(s): -------------------------
------------------------------------------------------------ Dated: -----------------------------------------------, 2001
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* Either "8.554% Series A Pass Through Certificates due 2005," "9.237% Series B
Pass Through Certificates due 2017" or "9.681% Series C Pass Through
Certificates due 2026."
** Unless otherwise indicated, any tendering holder of Original Certificates
will be deemed to have tendered the entire aggregate principal amount
represented by such Original Certificates. All tenders must be in integral
multiples of $1,000.
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THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED
HOLDER(s) OF ORIGINAL CERTIFICATES EXACTLY AS THE NAME(s) OF SUCH PERSON(s)
APPEAR(s) ON CERTIFICATES FOR ORIGINAL CERTIFICATES OR ON A SECURITY POSITION
LISTING AS THE OWNER OF ORIGINAL CERTIFICATES, OR BY PERSON(s) AUTHORIZED TO
BECOME HOLDER(s) BY ENDORSEMENTS 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 PROVIDE THE FOLLOWING INFORMATION:
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or a trust company having an office or correspondent in the
United States, or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees
deposit with the Exchange Agent of the letter of transmittal (or facsimile
thereof or agent's message in lieu thereof), together with the Original
Certificates of the series tendered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such Original Certificates into the
Exchange Agent's account at the DTC described in the prospectus under the
caption "The Exchange Offer -- Procedures for Tendering -- Tendering Through
DTC's Automated Tender Offer Program" and in the letter of transmittal and any
other required documents, all by 5:00 p.m., New York City time, within three New
York Stock Exchange trading days following the Expiration Date for such series.
Name of Firm: ---------------------- ------------------------------------
Address: --------------------------- (Authorized Signature)
- ------------------------------------ Name: ------------------------------
(Include Zip Code) Title: -----------------------------
Area Code and Telephone Number: ---- (Please Type or Print)
Date: ------------------------, 2001
DO NOT SEND ORIGINAL CERTIFICATES WITH THIS FORM. ACTUAL SURRENDER OF
ORIGINAL CERTIFICATES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this notice of guaranteed delivery (or facsimile
hereof or an agent's message and notice of guaranteed delivery in lieu hereof)
and any other documents required by this notice of guaranteed delivery with
respect to the Original Certificates of a series must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date of
the Exchange Offer for such series. Delivery of such notice of guaranteed
delivery may be made by facsimile transmission, mail or hand delivery. THE
METHOD OF DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY AND ANY OTHER REQUIRED
DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE 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, is recommended. As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 2 of the
letter of transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this notice of
guaranteed delivery (or facsimile hereof) is signed by the registered holder(s)
of the Original Certificates referred to herein, the signature(s) must
correspond exactly with the name(s) as written on the face of the Original
Certificates without alteration, enlargement or any change whatsoever. If this
notice of guaranteed delivery (or facsimile hereof) is signed by a participant
in the DTC whose name appears on a security position listing as the owner of the
Original Certificates, the signature must correspond with the name as it appears
on the security position listing as the owner of the Original Certificates.
If this notice of guaranteed delivery (or facsimile hereof) is signed by a
person other than the registered holder(s) of any Original Certificates listed
or a participant of the DTC, this notice of guaranteed delivery must be
accompanied by appropriate bond powers, signed as the name(s) of the registered
holder(s) appear(s) on the Original Certificates or signed as the name(s) of the
participant appears on the DTC's security position listing.
If this notice of guaranteed delivery (or facsimile hereof) 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 submit herewith evidence
satisfactory to the Exchange Agent of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the prospectus and this
notice of guaranteed delivery may be directed to the Exchange Agent at the
address set forth on the cover page hereof. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
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