Exhibit 99.2
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Notice of Guaranteed Delivery
With Respect to Tender of
Any and All Outstanding 7 1/8% Series A Senior Notes due 2011
In Exchange For
7 1/8% Series B Senior Notes due 2011
of
Pure Resources, Inc.
Pursuant to the prospectus dated __________, 2001
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________,
2001, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
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The Exchange Agent is:
FIRST UNION NATIONAL BANK
By Registered or Certified Mail: By Facsimile: By Hand Delivery:
First Union National Bank (704) 590-7628 First Union National Bank
First Union Customer Information Center First Union Customer Information Center
Corporate Trust Operations - NC1153 Confirm by Telephone: Corporate Trust Operations - NC1153
1525 West W. T. Harris Blvd. - 3C3 1525 West W. T. Harris Blvd. - 3C3
Charlotte, NC 28288 (704) 590-7413 Charlotte, NC 28288
Attention: Marsha Rice Attention: Marsha Rice
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
VALID DELIVERY.
As set forth in the prospectus dated ___________, 2001 of Pure Resources,
Inc. ("Pure") and in the accompanying Letter of Transmittal and instructions
thereto (the "Letter of Transmittal"), this form or one substantially equivalent
hereto must be used to accept Pure's offer (the "Exchange Offer") to exchange
new 7 1/8% Series B Senior Notes due 2011 ("Exchange Notes") that have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for all of its outstanding 7 1/8% Series A Senior Notes due 2011 (the "Old
Notes") if the Letter of Transmittal or any other documents required thereby
cannot be delivered to the exchange agent, or Old Notes cannot be delivered or
if the procedures for book-entry transfer cannot be completed prior to the
Expiration Date. This form may be delivered by an eligible institution (as
described in the prospectus) by mail or hand delivery or transmitted, via
facsimile, to the exchange agent as set forth above. Capitalized terms used but
not defined herein shall have the meaning given to them in the prospectus.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tender(s) to Pure upon the terms and subject to the
conditions set forth in the prospectus and the related Letter of Transmittal
(receipt of which is hereby acknowledged), the principal amount of Old Notes
specified below pursuant to the guaranteed delivery procedures set forth in the
prospectus and in Instruction 2 of the Letter of Transmittal. By so tendering,
the undersigned does hereby make, at and as of the date hereof, the
representations and warranties of a tendering holder of Old Notes set forth in
the Letter of Transmittal.
The undersigned understands that tenders of Old Notes may be withdrawn if
the exchange agent receives at one of its addresses specified on the cover of
this Notice of Guaranteed Delivery, not later than 5:00 p.m., New York City time
on the Expiration Date, a facsimile transmission or letter setting forth the
name of the holder, the aggregate principal amount of Old Notes the holder
delivered for exchange, the certificate number(s) (if any) of the Old Notes and
a statement that such holder is withdrawing his election to have such Old Notes
or any portion thereof exchanged, in accordance with the procedures set forth in
the prospectus.
All authority conferred or agreed to be conferred 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.
PLEASE SIGN AND COMPLETE
Signature(s) of registered holder(s)
or Authorized Signatory:
_________________________________________________
_________________________________________________ Date: _______________________________________
Name(s) of Registered Holder(s): Address: ____________________________________
_________________________________________________ _____________________________________________
_________________________________________________ _____________________________________________
Area Code and Telephone No.:
_____________________________________________
If Old Notes Will be Tendered by Book-Entry
Transfer:
Principal Amount of Old Notes Tendered: Name of Tendering Institution:
_________________________________________________ _____________________________________________
Certificate No.(s) of Old Notes (if available): The Depository Trust Company Account
_________________________________________________ No.:_________________________________________
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DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of the Old Notes exactly as their name(s) appear on certificate(s) for
the Old Notes or, if tendered by a participant in one of the book-entry transfer
facilities, exactly as such participant's name appears on a security position
listing as the owner of Old Notes, or by person(s) authorized to become
registered holder(s) by endorsements and documents transmitted with this Notice
of Guaranteed Delivery. If the signature above is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): _______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Capacity: ______________________________________________________________________
______________________________________________________________________
Address(es): ___________________________________________________________________
___________________________________________________________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"), hereby (i)
represents that the above-named persons are deemed to own the Old Notes tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) represents that such
tender of Old Notes complies with Rule 14e-4 and (iii) guarantees that the Old
Notes tendered hereby in proper form for transfer or confirmation of book-entry
transfer of such Old Notes into the exchange agent's account at the book-entry
transfer facility, in each case together with a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with any
required signature guarantees and any other documents required by the Letter of
Transmittal, will be received by the exchange agent at its address set forth
above within three New York Stock Exchange trading days after the date of
execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the exchange agent and must deliver the Letter of Transmittal and
Old Notes to the exchange agent within the time period shown herein. Failure to
do so could result in a financial loss to such Eligible Institution.
Name of Firm: _____________________________________________________________
________________________________________________________________________________
Authorized Signature: _____________________________________________________
Title: ____________________________________________________________________
________________________________________________________________________________
Address:___________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Telephone Number: ___________________________________________
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