Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
13 1/2% SENIOR SUBORDINATED NOTES DUE 2010
IN EXCHANGE FOR
NEW 13 1/2% SENIOR SUBORDINATED NOTES DUE 2010
OF
RESOLUTION PERFORMANCE PRODUCTS LLC
AND
RPP CAPITAL CORPORATION
Registered holders of outstanding 13 1/2% Senior Subordinated Notes due 2010
(the "Old Notes") who wish to tender their Old Notes in exchange for a like
principal amount of new 13 1/2% Senior Subordinated Notes due 2010 (the
"Exchange Notes") and whose Old Notes are not immediately available or who
cannot deliver their Old Notes and Letter of Transmittal (and any other
documents required by the Letter of Transmittal) to United States Trust
Company of New York (the "Exchange Agent") prior to the Expiration Date, may
use this Notice of Guaranteed Delivery or one substantially equivalent hereto.
This Notice of Guaranteed Delivery may be delivered by hand or sent by
facsimile transmission (receipt confirmed by telephone and an original
delivered by guaranteed overnight courier) or mail to the Exchange Agent. See
"The Exchange Offer--Procedures for Tendering" in the Prospectus dated ,
2001 of Resolution Performance Products LLC and RPP Capital Corporation (the
"Prospectus").
The Exchange Agent for the Exchange Offer is:
UNITED STATES TRUST COMPANY OF NEW YORK:
By Overnight Courier By Hand to 4:30 pm: By Registered or Certified Mail:
and By Hand Delivery after United States Trust Company United States Trust Company
4:30 pm on the Expiration of New York of New York
Date: 30 Broad Street P.O. Box 84
United States Trust Company B-Level Cooper Station
of New York New York, New York 10004- New York, New York 10274-0084
30 Broad Street, 14th Floor 2304
New York, New York 10004-
2304
Telephone Number: (800) 548-6565
Facsimile Number: (646) 458-8111
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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 (as defined in the Prospectus), such
signature guarantee must appear in the applicable space provided on the Letter
of Transmittal for Guarantee of Signatures.
Ladies and Gentlemen:
The undersigned hereby tenders for exchange to the Issuers, upon the terms
and subject to the conditions set forth in the Prospectus and the Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures."
The undersigned understands and acknowledges that the Exchange Offer will
expire at 5:00 p.m., New York City time, on ,2001, unless extended by the
Issuers. The term "Expiration Date" shall mean 5:00 p.m., New York City time,
on ,2001 unless the Exchange Offer is extended as provided in the Prospectus,
in which case the term "Expiration Date" shall mean the latest date and time
to which the Exchange Offer is extended.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
SIGNATURE
- ------------------------------------------ Date: _______________________
- ------------------------------------------ Date: _______________________
(Signature(s) of Holder(s) or Authorized
Signatory)
Area Code and Telephone Number: _______________________________________________
Name(s): ______________________________________________________________________
- -------------------------------------------------------------------------------
(Please Print)
Capacity (full title), if signing in a fiduciary or representative capacity: __
- -------------------------------------------------------------------------------
Address: ______________________________________________________________________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Taxpayer Identification or Social Security No.: _______________________________
Principal Amount of Old Notes Tendered (must be in integral multiples of
$1,000):
- -------------------------------------------------------------------------------
Certificate Number(s) of Old Notes (if available): ____________________________
Aggregate Principal Amount Represented by Certificate(s): _____________________
IF OLD NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING
INFORMATION:
DTC Account Number: _________________
Transaction Number: _________________
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GUARANTEE OF DELIVERY
(Not To Be Used For Signature Guarantee)
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended, hereby guarantees to deliver to the Exchange
Agent at one of its addresses set forth on the reverse hereof, the
certificates representing the Old Notes (or a confirmation of book-entry
transfer of such Old Notes into the Exchange Agent's account at the book-
entry transfer facility), together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, and any other documents required by the Letter of
Transmittal within three New York Stock Exchange trading days after the
Expiration Date (as defined in the Letter of Transmittal).
Name of Firm: _____________________________________________________________
---------------------------------------------------------------------------
(Authorized Signature)
Address: __________________________________________________________________
(Zip Code)
Area Code and Telephone No.: ______________________________________________
Name: _____________________________________________________________________
(Please Type or Print)
Title: ____________________________________________________________________
Date: _________________________
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD
NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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