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EXHIBIT 99.2
EAST COAST POWER L.L.C.
LETTER TO CLIENTS
FOR
TENDER OF ALL OUTSTANDING
6.737% SERIES A SENIOR SECURED NOTES DUE 2008 AND
7.066% SERIES A SENIOR SECURED NOTES DUE 2012
IN EXCHANGE FOR
6.737% SERIES B SENIOR SECURED NOTES DUE 2008 AND
7.066% SERIES B SENIOR SECURED NOTES DUE 2012
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE").
NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS PREVIOUSLY ACCEPTED
FOR EXCHANGE.
To Our Clients:
We are enclosing herewith a Prospectus, dated , 2000, of East
Coast Power L.L.C., a Delaware limited liability company (the "Company"), and a
related Letter of Transmittal, which together constitute the Company's offer
(the "Exchange Offer") to exchange its Series B Senior Secured Notes due 2008
and 2012 (the "Exchange Notes"), which have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), for a like principal amount of
its issued and outstanding Series A Senior Secured Notes due 2008 and 2012 (the
"Original Notes"), upon the terms and subject to the conditions set forth in the
Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of Original
Notes being tendered.
We are the holder of record of Original Notes held by us for your own
account. A tender of such Original Notes can be made only by us as the record
holder and pursuant to your instructions. The Letter of Transmittal is furnished
to you for your information only and cannot be used by you to tender Original
Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Original Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may on your
behalf make the representations and warranties contained in the Letter of
Transmittal.
Very truly yours,
PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE
TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION
DATE.
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INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT
To Registered Holder and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated
, 2000 (the "Prospectus") of East Coast Power L.L.C., a Delaware
limited liability company (the "Company"), and the accompanying Letter of
Transmittal (the "Letter of Transmittal"), that together constitute the
Company's offer (the "Exchange Offer") to exchange its 6.737% Series B Senior
Secured Notes due 2008 and 7.066% Series B Senior Secured Notes due 2012 (the
"Exchange Notes"), for all of its outstanding 6.737% Series A Senior Secured
Notes due 2008 and 7.066% Series A Senior Secured Notes due 2012 (the "Original
Notes"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Original Notes held by you for the account of
the undersigned.
The aggregate face amount of the Original Notes held by you for the account
of the undersigned is (FILL IN AMOUNT):
$ of the 6.737% Series A Senior Secured Notes due 2008
and
$ of the 7.066% Series A Senior Secured Notes due
2012.
With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
[ ] TO TENDER the following Original Notes held by you for the account of the
undersigned (INSERT PRINCIPAL AMOUNT OF ORIGINAL NOTES TO BE TENDERED) (IF
ANY):
[ ] NOT to TENDER any Original Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Original Notes held by you
for the account of the undersigned, it is understood that you are authorized 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
Exchange Notes acquired in exchange for Original Notes pursuant to the Exchange
Offer are being acquired in the ordinary course of business of the person
receiving such Exchange Notes, whether or not the undersigned, (ii) the
undersigned is not engaging in and does not intend to engage in a distribution
of the Exchange Notes, (iii) the undersigned does not have any arrangement or
understanding with any person to participate in the distribution of Exchange
Notes, and (iv) neither the undersigned nor any such other person is an
"affiliate" (within the meaning of Rule 405 under the Securities Act of 1933, as
amended) of the Company. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Original Notes, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes.
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SIGN HERE
Name of beneficial owner(s):
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Signature(s)
Name(s):
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(Please Print)
Address:
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Telephone number:
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Taxpayer Identification or Social Security Number:
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Date:
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