EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING 11-1/8% SERIES A SENIOR SECURED NOTES DUE 2005
IN EXCHANGE FOR
11-1/8% SERIES B SENIOR SECURED NOTES DUE 2005
This form, or one substantially equivalent hereto, must be used by a holder to
accept the Exchange Offer of Gothic Production Corporation, an Oklahoma
corporation (the "Company"), and to tender 11-1/8% Series A Senior Secured Notes
due 2005 (the "Outstanding Notes") to the Exchange Agent pursuant to the
guaranteed delivery procedures described in "The Exchange Offer -- Guaranteed
Delivery Procedures" of the Company's Prospectus, dated May _____, 1998 (the
"Prospectus") and in Instruction 1 to the related Letter of Transmittal. Any
holder who wishes to tender Outstanding Notes pursuant to such guaranteed
delivery procedures must ensure that the Exchange Agent receives this Notice of
Guaranteed Delivery prior to the Expiration Date (as defined below) of the
Exchange Offer. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus or the Letter of Transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE _____,
1998 (THE "EXPIRATION DATE"). OUTSTANDING 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MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE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.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Registered or Certified Mail:
The Bank of New York
101 Barclay Street - 7E
New York, New York 10286
Attention: Reorganization Depart.
Diana Torres
By Overnight Courier or By Hand:
The Bank of New York
101 Barclay Street
Corporate Trust Services Window, Ground Level
New York, New York 10286
Attention: Reorganization Depart.
Diana Torres
By Facsimile: (212) 815-6339
Confirm by Telephone: (212) 815-2742
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE 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" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE
MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE BOX ON THE LETTER OF
TRANSMITTAL FOR GUARANTEE OF SIGNATURES.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, 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 Outstanding
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus and in Instruction 1 of the Letter of Transmittal.
The undersigned hereby tenders the Outstanding Notes listed below:
CERTIFICATE NUMBER(S) (IF KNOWN) OF OUTSTANDING AGGREGATE AGGREGATE
NOTES OR ACCOUNT NUMBER PRINCIPAL PRINCIPAL
AT THE BOOK-ENTRY FACILITY AMOUNT REPRESENTED AMOUNT TENDERED
PLEASE SIGN AND COMPLETE
Names of Record Holders: Signatures:
Addresses: ______________________________________
_________________________________ Dated:
_____________________________, 1998
Area Code and Telephone Numbers:
This Notice of Guaranteed Delivery must be signed by the holder(s) exactly as
their name(s) appear on certificates for Outstanding Notes or on a security
position listing as the owner of Outstanding Notes, or by person(s) authorized
to become holder(s) by endorsements and documents transmitted with this Notice
of Guaranteed Delivery. If signature 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):
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or is a
commercial bank or trust company having an office or correspondent in the United
States, or is otherwise an "eligible guarantor institution" within the meaning
of Rule 17Ad-15 under the Securities Exchange Act of 1934, guarantees deposit
with the Exchange Agent of the Letter of Transmittal (or facsimile thereof),
together with the Outstanding Notes tendered hereby in proper form for transfer
(or confirmation of the book-entry transfer of such Outstanding Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility described in the
Prospectus under the caption "The Exchange Offer -- Book-Entry Transfer" and in
the Letter of Transmittal) and any other required documents, all by 5:00 p.m.,
New York City time, within five business days following the Expiration Date.
Name of Firm: __________________________ __________________________________
Address: ________________________________ (AUTHORIZED SIGNATURE)
(INCLUDE ZIP CODE) Name: ___________________________
Area Code and Tel. Number: Title: __________________________
(PLEASE TYPE OR PRINT)
Date: _____________________, 1998
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. ACTUAL SURRENDER OF OUTSTANDING
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other documents
required by this Notice of Guaranteed Delivery must be received by the Exchange
Agent at its address set forth herein prior to the Expiration Date. The method
of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In
all cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 1 of the
Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Outstanding
Notes referred to herein, the signature must correspond with the name(s) written
on the face of the Outstanding Notes without alteration, enlargement, or any
change whatsoever. If this Notice of Guaranteed Delivery is signed by a
participant of the Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of the Outstanding Notes, the signature must
correspond with the name shown on the security position listing as the owner of
the Outstanding Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Outstanding Notes listed or a participant of the
BookEntry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Outstanding Notes or signed as the name of the
participant shown on the Book-Entry Transfer Facility's security position
listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attomey-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus may be directed
to the Exchange Agent at the address specified in the Prospectus. Holders may
also contact their broker, dealer, commercial bank, trust company, or other
nominee for assistance concerning the Exchange Offer.