NOTICE OF GUARANTEED DELIVERY
(Not to be Used for Signature Guarantees)
of
Shares of Common Stock of
FAIRFIELD COMMUNITIES, INC.
This form or a facsimile hereof must be used in connection with your election
if:
(a) certificates for shares of common stock of Fairfield Communities, Inc.
are not immediately available;
(b) the procedure for book-entry transfer cannot be completed on a timely
basis; or
(c) the Election Form/Letter of Transmittal and all other required documents
cannot be delivered to Mellon Investor Services LLC, the Exchange Agent,
prior to 5:00 p.m. (Eastern Time) on the date Fairfield merges with a
subsidiary of Cendant Corporation -- the "Election Deadline."
The merger is expected to close on April 2, 2001, which would make the
Election Deadline 5:00 p.m. (Eastern Time) on that date. Cendant and Fairfield
may extend the merger closing to a later date, in which case the Election
Deadline would be extended to the actual date of the closing. Fairfield expects
to announce the anticipated closing date of the merger by means of a press
release to be issued not later than the date of the special meeting of Fairfield
stockholders to consider the merger.
This form, properly completed and duly executed, may be delivered by hand,
mail or facsimile transmission to the Exchange Agent.
THE EXCHANGE AGENT IS:
MELLON INVESTOR SERVICES LLC
BY REGISTERED OR CERTIFIED MAIL: BY FACSIMILE TRANSMISSION:
Reorganization Department 201-296-4293 (fax)
Post Office Box 3301 201-296-4860 (confirmation)
South Hackensack, NJ 07606-3301
BY HAND: BY OVERNIGHT DELIVERY:
Reorganization Department Reorganization Department
120 Broadway 85 Challenger Road
13th Floor Ridgefield Park, NJ 07660
New York, NY 10271
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on an
Election Form/Letter of Transmittal is required to be guaranteed by an "eligible
instruction" under the instructions thereto, such signature guarantee must
appear in the applicable space provided on the Election Form/Letter of
Transmittal.
Ladies and Gentleman:
The undersigned hereby surrenders to Mellon Investor Services LLC, the
Exchange Agent, upon the terms and subject to the conditions set forth in the
Election Form/Letter of Transmittal and related instructions, receipt of which
are hereby acknowledged, the number of shares of common stock of Fairfield
Communities, Inc. specified below pursuant to the guaranteed delivery procedure
set forth below.
SIGN HERE
(Please type or print)
Certificate Nos. (if available):
Number of shares:
Signature(s)
Dated:
Name(s)
/ / Check here if shares will be tendered by
Address book-entry transfer and fill in the information
below:
The Depository Trust Company
DTC Account Number:
Transaction Code Number:
Area Code(s) and Daytime Telephone Number(s)
GUARANTEED DELIVERY PROCEDURE
In order for an election to be effective, Mellon Investor Services LLC, the
Exchange Agent, must receive a properly completed Election Form/Letter of
Transmittal, accompanied by certificates representing shares of common stock of
Fairfield Communities, Inc. currently held by you (or a proper guarantee of
delivery, as described below), no later than 5:00 p.m. (Eastern Time) on the
Election Deadline (as described above). Persons whose certificates are not
immediately available also may make an election by completing the Election Form/
Letter of Transmittal (or a facsimile thereof) and submitting it to the Exchange
Agent by the Election Deadline and by having a Guaranty of Delivery properly
completed and duly executed by a member of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a bank,
broker, dealer, credit union, savings association or other entity that is a
member in good standing of the Security Transfer Agents Medallion Program, the
New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (subject to the condition that the certificates, the
delivery of which is thereby guaranteed, are in fact delivered to the Exchange
Agent no later that 5:00 p.m. (Eastern Time) on the date two business days after
the closing date of the merger, which is scheduled for April 2, 2001 (the
"Guaranteed Delivery Deadline")).
If the Exchange Agent does not receive a properly completed Election
Form/Letter of Transmittal, accompanied by all stock certificates, by the
Election Deadline (unless a Guaranty of Delivery has been properly completed and
delivered by the Election Deadline and such certificates are received by the
Exchange Agent by the Guaranteed Delivery Deadline), the stockholder's shares of
Fairfield common stock will be treated as if a stock election was made with
respect to them.
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DELIVERY GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE)
THE UNDERSIGNED IS A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION
OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF THE SECURITIES TRANSFER
ASSOCIATION OR OTHER ENTITY WHICH IS AN "ELIGIBLE GUARANTOR INSTITUTION", AS
SUCH TERM IS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (EACH OF THE FOREGOING CONSTITUTING AN "ELIGIBLE INSTITUTION"),
GUARANTEES THE DELIVERY TO THE EXCHANGE AGENT OF THE SHARES SURRENDERED HEREBY,
IN PROPER FORM FOR TRANSFER, OR A CONFIRMATION THAT THE SHARES SURRENDERED
HEREBY HAVE BEEN DELIVERED PURSUANT TO THE PROCEDURE FOR BOOK-ENTRY TRANSFER SET
FORTH IN THIS NOTICE OF GUARANTEED DELIVERY INTO THE EXCHANGE AGENT'S ACCOUNT AT
THE BOOK-ENTRY TRANSFER FACILITY, TOGETHER WITH A PROPERLY COMPLETED AND DULY
EXECUTED ELECTION FORM/LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) AND ANY
OTHER REQUIRED DOCUMENTS ALL BY THE GUARANTEED DELIVERY DEADLINE.
The Eligible Institution that completes this Form must communicate the
guarantee to the Exchange Agent and must deliver the Election Form/Letter of
Transmittal and certificates representing shares of Fairfield common stock to
the Exchange Agent within the time period set forth herein. Failure to do so
could result in a financial loss to such Eligible Institution.
AUTHORIZED SIGNATURE:
NAME:
(PLEASE PRINT)
TITLE:
NAME OF FIRM:
ADDRESS:
(INCLUDING ZIP CODE)
AREA CODE AND TELEPHONE NUMBER:
DATE:
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