EXHIBIT 99.5
NOTICE OF GUARANTEED DELIVERY
TO TENDER
UNREGISTERED 7.416% SENIOR SECURED BONDS DUE DECEMBER 15, 2018
(INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
CE GENERATION, LLC
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED [___________], 1999
As set forth in the Prospectus (as defined), this form or one
substantially equivalent hereto must be used to accept the Exchange Offer (i) if
certificates for unregistered 7.416% Senior Secured Bonds Due December 15, 2018
and (the "Old Securities") of CE Generation, LLC (the "Registrant"), are not
immediately available, (ii) time will not permit a holder's Old Securities or
other required documents to reach Chase Manhattan Bank and Trust Company,
National Association (the "Exchange Agent"), on or prior to the Expiration Date
(as defined) or (iii) the procedure for book-entry transfer cannot be completed
on a timely basis. This form may be delivered by facsimile transmission,
registered or certified mail, by hand or by overnight delivery service to the
Exchange Agent. See "The Exchange Offer--Procedures for Tendering" in the
Prospectus.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON [____________], 1999 (THE "EXPIRATION DATE"), UNLESS THE
EXCHANGE OFFER IS EXTENDED BY THE ISSUERS.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATIONS
DELIVER TO:
By Registered or Certified Mail: By Hand or Overnight Delivery:
Chase Manhattan Bank and Trust Company, Chase Manhattan Bank and Trust Company,
National Associations National Associations
101 California Street, #2725 101 California Street, #2725
San Francisco, CA 94111 San Francisco, CA 94111
Attention: Corporate Trust Department Attention: Corporate Trust Department
By Facsimile:
(Eligible Institutions Only)
(415) 693-8850
For Information or
Confirmation by Telephone:
(415) 954-9508
Originals of all documents sent by facsimile
should be sent promptly by registered
or certified mail, by hand or by
overnight delivery service.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR
TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
EXHIBIT 99.5
Ladies and Gentlemen:
The undersigned hereby tenders to the Registrant, upon the terms and
subject to the conditions set forth in the Prospectus dated [__________], 1999
(as the same may be amended or supplemented from time to time, the
"Prospectus"), and the related Letter of Transmittal, receipt of which is hereby
acknowledged, the aggregate principal amount of Old Securities set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer--Guaranteed Delivery Procedures."
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Name(s) of Registered Holder(s):
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Aggregate Principal
Amount Tendered: $
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Certificate No.(s)
(if available):
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(Total Principal Amount Represented by
Old Securities Certificate(s)):
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$
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If Old Securities will be tendered by book-entry transfer, provide the
following information;
DTC Account Number:
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Date:
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* Must be in denominations of $1,000 and any integral multiple thereof.
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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 assigns of the undersigned.
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PLEASE SIGN HERE
X__________________________________ ____________________________________
X__________________________________ ____________________________________
Signature(s) or Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:
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Must be signed by the holder(s) of the Old Securities as their name(s)
appear(s) on certificates for Old Securities 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):
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Capacity:
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Address(es):
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THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.
EXHIBIT 99.5
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of or participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Signature Program or 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
recognized program (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 Old Securities tendered hereby in proper
form for transfer, or confirmation of the book-entry transfer of such Old
Securities to the Exchange Agent's account at The Depositary Trust Company,
pursuant to the procedures for book-entry transfer set forth in the Prospectus,
within three New York Stock Exchange, Inc. trading days after the date of
execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Old Securities
tendered hereby 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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Name of Firm Authorized Signature
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Address Title
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Zip Code (Please Type or Print)
Area Code and Telephone No.:_______ Dated:______________________________
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NOTE: DO NOT SEND CERTIFICATES FOR OLD SECURITIES WITH THIS FORM.