NOTICE OF GUARANTEED DELIVERY
FOR
9 1/4% SENIOR NOTES DUE 2014
OF
MEMBERWORKS INCORPORATED
As set forth in the Prospectus dated , 2004 (the "Prospectus") of
MemberWorks Incorporated, a Delaware corporation (the "Company") 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 the Company's exchange offer (the "Exchange Offer") to exchange all of
its outstanding 9 1/4% Senior Notes due 2014 (the "Old Notes") if (i)
certificates representing such Old Notes to be tendered for exchange are not
lost but are not immediately available, (ii) time will not permit the Letter of
Transmittal, certificates representing such Old Notes or other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii)
procedures for book-entry transfer cannot be completed prior to the Expiration
Date. This form may be delivered by an Eligible Institution by mail or hand
delivery or transmitted, via facsimile, to the Exchange Agent as set forth
below. All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Prospectus.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, , 2004 UNLESS
THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OLD NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE BUSINESS DAY PRIOR TO THE
EXPIRATION DATE.
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The Exchange Agent for the Exchange Offer is:
LaSalle Bank National Association
By Mail: By Overnight Courier and By Hand:
LaSalle Bank N.A. LaSalle Bank N.A.
135 LaSalle Street, Suite 1960 135 LaSalle Street, Suite 1960
Chicago, IL 60603 Chicago, IL 60603
Attention: Christine Linde, Vice President Attention: Christine Linde, Vice President
By Facsimile:
(312) 904-2236
For Eligible Institutions Only
To Confirm by Telephone:
(312) 904-5532
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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 signature box on the Letter of
Transmittal.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, 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 aggregate 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 Procedure".
The undersigned understands that tenders of Old Notes will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Old Notes pursuant to the Exchange Offer
may not be withdrawn after 5:00 p.m., New York City time on the business day
prior to the Expiration Date. Tenders of Old Notes may also be withdrawn if the
Exchange Offer is terminated without any such Old Notes being purchased
thereunder or as otherwise provided in the Prospectus under the caption "The
Exchange Offer--Withdrawal of Tenders".
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery 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, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
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PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s)
or Authorized Signatory: Name of Registered Holder(s):
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- ---------------------------------------- -------------------------------------
Address:
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Principal Amount of Old Notes Tendered: -------------------------------------
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Certificate No(s). of Old Notes Area Code and Telephone No.:
(if available): ---------
- ---------------------------------------- If Old Notes will be delivered by
book-entry transfer at The Depository
- ---------------------------------------- Trust Company, insert Depository
Account No.
- ---------------------------------------- -------------------------
Date:
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This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of
Old Notes exactly as its (their) name(s) appear on certificates for Old Notes or
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 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):
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Capacity:
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Address(es):
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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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GUARANTEE OF DELIVERY
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The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or a 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, as amended,
hereby guarantees that, within five business days from the date of this Notice
of Guaranteed Delivery, a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), together with certificates representing
the Old Notes covered hereby in proper form for transfer (or confirmation of the
book-entry transfer of such Old Notes into the Exchange Agent's account at The
Depository Trust Company, pursuant to the procedure for book-entry transfer set
forth in the Prospectus) and required documents will be deposited by the
undersigned with the Exchange Agent.
The undersigned acknowledges that it must deliver the Letter of
Transmittal and Old Notes tendered hereby to the Exchange Agent within the time
period set forth and that failure to do so could result in financial loss to the
undersigned.
Name of Firm:
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Authorized Signature
Address: Name:
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---------------------------- Title:
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Area Code and Telephone No.: Date:
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