Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY FOR
TENDER OF 7.99% SERIES A SECURED BONDS DUE 2011 OF
ESI TRACTEBEL ACQUISITION CORP.
PURSUANT TO THE EXCHANGE OFFER DATED _________, 1998
This form or one substantially equivalent hereof must be used to accept
the Exchange Offer relating to the 7.99% Series A Secured Bonds Due 2011
(collectively, the "Old Securities") of ESI Tractebel Acquisition Corp. (the
"Company") made pursuant to its Prospectus, dated [ ], 1998 (the "Prospectus"),
if certificates for Old Securities of the Company are not immediately available
or if the procedures for book-entry transfer cannot be completed on a timely
basis or time will not permit all required documents to reach the Company 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 State Street Bank and Trust Company (the "Exchange Agent") as
set forth below. In addition, in order to utilize the guaranteed delivery
procedures to tender Old Securities pursuant to the Exchange Offer, a completed,
signed and dated Letter of Transmittal relating to the Old Securities (or
facsimile 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.
To: STATE STREET BANK AND TRUST COMPANY, Exchange Agent
By Mail Facsimile Transmission By Hand/Overnight Delivery
Number
(617 664-5290)
Two International Place (For Eligible Institutions Two International Place
Boston, MA 02110 - 0778 Only) Boston, MA 02110 - 0778
Attn: Ms. Kellie Mullen, Confirm by Telephone: Attn: Ms. Kellie Mullen,
Corporate Trust Department (617) 664-5587 Corporate Trust Department
For Information Call: (617) 664-5587
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 delivery.
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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 Old Securities set forth below, pursuant to the
guaranteed delivery procedures described in "THE EXCHANGE OFFER - Guaranteed
Delivery Procedures" section of the Prospectus.
The undersigned understand(s) that tenders of Old Securities may be
withdrawn, by written notice of withdrawal received by the Exchange Agent at any
time at or prior to 5:00 P.M., New York City time, on the Expiration Date. In
the event of a termination of the Exchange Offer, the Old Securities tendered
pursuant to the Exchange Offer will be returned to the tendering holders
promptly (or, in the case of Old Securities tendered by book-entry transfer,
such Old Securities will be credited to the account maintained at The Depository
Trust Company ("DTC") from which such Old Securities were delivered). If the
Company makes a material change in the terms of the Exchange Offer or the
information concerning the Exchange Offer, the Company will disseminate
additional materials relating to the Exchange Offer and extend such Exchange
Offer, to the extent required by law.
The undersigned understand(s) that payment by the Exchange Agent for Old
Securities tendered and accepted for exchange pursuant to the Exchange Offer
will be made only after timely receipt by the Exchange Agent of such Old
Securities (or Book-Entry Confirmation of the transfer of such Old Securities
into the Exchange Agent's account at DTC) and a Letter of Transmittal (or
facsimile thereof) with respect to such Old Securities properly completed and
duly executed with any required signature guarantees and any other documents
required by the Letter of Transmittal.
All authority conferred or agreed upon by this Notice of Guaranteed
Delivery shall not be affected by, and shall survive, the death or incapacity of
the undersigned, and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, executors, administrators,
trustees in bankruptcy, personal and legal representatives, successors and
assigns of the undersigned.
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Principal Amount of 7.99% Series A
Secured Bonds Due 2011 Tendered
$_________________
Certificate Nos. (if available)
Account number (if such Old Securities will
be delivered by book-entry transfer
to The Depository Trust Company):
_____________________________________
---------------------------------------
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Total Principal Amount of Outstanding
Old Securities Represented by Old
Securities Certificate(s)
$______________________________________
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) 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) ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
Capacity: ___________________________________________________________________
Address(es) ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
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GUARANTEE
The undersigned, an Eligible Guarantor Institution within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby
guarantees that the certificates representing the principal amount of Old
Securities tendered hereby in proper form for transfer, or timely confirmation
of the book-entry transfer of such Old Securities 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 a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof) 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 five New York Stock
Exchange trading days after the date of execution hereof.
The Eligible Guarantor Institution that completes this form must
communicate the guarantee to the Exchange Agent and must deliver the Letter of
Transmittal and Old Securities to the Exchange Agent within the time period
shown herein. Failure to do so could result in a financial loss to such Eligible
Guarantor Institution.
__________________________________________ __________________________________
Name of Firm Authorized Signature
__________________________________________ __________________________________
Address Title
__________________________________________ Name:_____________________________
Zip Code (Please Type or Print)
Area Code and Telephone No: ______________ Dated:____________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD SECURITIES WITH THIS FORM.
CERTIFICATES FOR OLD SECURITIES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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