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Windsor Financing, LLC Announces Preliminary Results, Extension of the Expiration Time and Reinstatement of Withdrawal Rights for its Debt Tender Offers and Consent Solicitations
[July 29, 2011]

Windsor Financing, LLC Announces Preliminary Results, Extension of the Expiration Time and Reinstatement of Withdrawal Rights for its Debt Tender Offers and Consent Solicitations


CHARLOTTE, N.C. --(Business Wire)--

Windsor Financing, LLC ("Windsor") today announced preliminary results of its private offers to purchase for cash and solicitations of consents (the "tender offers") with respect to its outstanding 5.881% Senior Secured Bonds due 2017 (CUSIP Nos. 973582 AA 7 and U97006 AA 5) (the "senior notes") and with respect to its outstanding 6.927% Subordinated Secured Notes due 2016 (CUSIP No. 973582 AB 5) (the "subordinated notes" and, together with the senior notes, the "notes").

As of 12:00 p.m., New York City time, on July 29, 2011, the original aggregate face amount of senior notes tendered and not withdrawn was $268,249,000, which represents 99.99% of the $268,500,000 original aggregate face amount of senior notes outstanding, and the original aggregate face amount of subordinated notes tendered and not withdrawn was $52,000,000, which represents 100% of the original aggregate face amount of subordinated notes outstanding.

Windsor also announced today that it has extended the expiration time of the tender offers to 5:00 p.m., New York City time, on September 8, 2011.

In addition, Windsor announced that it is amending the terms of the tender offers to reinstate withdrawal rights for a limited period to permit withdrawals of tendered notes and revocation of consents during the period (the "new withdrawal rights exercise period") from August 1, 2011 until 5:00 p.m., New York City time, on August 3, 2011 (the "new withdrawal rights termination date"). Windsor also announced that it reserves the right to further extend the expiration time for the tender offers in the future for up to an additional 60 days for any reason without granting any additional withdrawal rights.

The Consent Payment Deadline for the tender offers has not been amended, and occurred at 5:00 p.m., New York City time, on June 1, 2011. Only holders who validly tendered notes and delivered consents prior to the Consent Payment Deadline and do not withdraw them will be eligible to receive the Maximum Fixed Tender Price or the Make-Whole Price, which includes the Fixed Tender Consent Payment or the Make-Whole Consent Payment, respectively, as applicable. Holders of notes who have previously tendered notes, and do not wish to withdraw such tendered notes, do not need to take any action.

Full details of the terms and conditions of the tender offers for the senior notes are included in an offers to purchase and consnt solicitation statement (the "senior offers to purchase") and accompanying consent and letter of transmittal, each dated May 11, 2011, as amended hereby and by the supplement and amendment dated July 29, 2011 and Windsor's press releases with respect to the tender offers, dated June 2, 2011 and July 7, 2011, (collectively, the "senior tender documents") and full details of the terms and conditions of the tender offers for the subordinated notes are included in an offers to purchase (the "subordinated offers to purchase," together with the senior offers to purchase, the "offers to purchase") and consent solicitation statement and accompanying consent and letter of transmittal, each dated May 11, 2011, as amended hereby and by the supplement and amendment dated July 29, 2011 and Windsor's press releases with respect to the tender offers, dated June 2, 2011 and July 7, 2011, (collectively, the "subordinated tender documents" and, together with the senior tender documents, the "tender documents"). Except as described in this press release, the terms of the tender offers remain the same as set forth in the applicable tender documents. Terms used but not defined herein have the meaning assigned to them in the applicable tender documents, as amended hereby.

Windsor's obligation to accept for purchase and to pay for notes validly tendered and not withdrawn pursuant to the tender offers is subject to the satisfaction or waiver of certain conditions, which are more fully described in the tender documents.

Procedures for validly withdrawing tendered notes are set forth in the applicable offers to purchase under the caption "Withdrawal of Tenders and Revocation of Consents." A valid withdrawal of tendered notes will constitute the concurrent valid revocation of such holder's related consents.


Withdrawals of tendered notes may not be rescinded. Any notes validly withdrawn will thereafter be deemed not validly tendered for purposes of the tender offers. Validly withdrawn notes may, however, be retendered by following the applicable procedures described in the offers to purchase under the caption "Procedures for Tendering Notes and Delivering Consents" at any time on or prior to 5:00 p.m., New York City time, on September 8, 2011. However, holders that originally tendered notes prior to the Consent Payment Deadline, but validly withdraw such notes during the new withdrawal rights exercise period, will be eligible to receive only the Basic Fixed Tender Price or the Modified Make-Whole Price, as applicable, but not the Maximum Fixed Tender Price or the Make-Whole Price, for any notes they validly retender on or prior to September 8, 2011. Holders may not tender their notes pursuant to the tender offers without delivering the related consents and may not deliver consents without tendering their notes pursuant to the tender offers.

The tender offers are directed only at, and the tender documents will only be provided to, holders (A) who have previously delivered a completed certification letter in the form previously provided to them and (B) who meet the qualifications described therein (the "eligible holders"), including that the holder is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act. Global Bondholder Services Corporation ("GBS") is acting as Information Agent and Depositary for the tender offers and consent solicitations. Eligible holders with questions or who would like additional copies of the tender documents may call GBS at telephone number (866) 973-7700.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other securities. The tender offers for the senior notes are made only by means of the senior tender documents, which will only be made available to eligible holders. The tender offers for the subordinated notes are made only by means of the subordinated tender documents, which will only be made available to eligible holders.

About Windsor

Windsor is a limited liability company which finances the operations of certain electric and steam generating plants in the southeastern United States.

Forward-Looking Statements

Certain statements contained in this press release may constitute "forward-looking statements." All statements in this press release that are not historical facts, including statements about our beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.


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