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LEVIATHAN GAS PIPELINE PARTNERS, L.P.
LEVIATHAN FINANCE CORPORATION
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
10 3/8% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
10 3/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
This form, or one substantially equivalent hereto, must be used by a holder
to accept the exchange offer of Leviathan Gas Pipeline Partners, L.P., a
Delaware limited partnership and Leviathan Finance Corporation, a Delaware
corporation (together, "Leviathan"), and to tender 10 3/8% Series A Senior
Subordinated Notes due 2009 (the "Series A notes") to the exchange agent
pursuant to the guaranteed delivery procedures described in "The Exchange
Offer -- Procedures for Tendering Series A Notes -- Guaranteed Delivery"
beginning on page 79 of the prospectus of Leviathan, dated June 18, 1999 and in
Instruction 2 to the related Letter of Transmittal. Any holder who wishes to
tender Series A 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. Certain 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 , 1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
SERIES A NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME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:
CHASE BANK OF TEXAS, N.A.
By Registered or Certified Mail or
Overnight Courier: By Hand in Dallas:
Chase Bank of Texas, N.A. Chase Bank of Texas, N.A.
Corporate Trust Operations Corporate Trust Operations
P.O. Box 2320 1201 Main Street
Dallas, Texas 75221-2320 Dallas, Texas 75202
1-800-275-2048 1-800-275-2048
Attn: Frank Ivins Attn: Frank Ivins
By Facsimile Transmission:
(for Eligible Institutions Only)
(214) 672-5746
Confirm by Telephone:
(214) 672-5678
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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 IN THE BOX PROVIDED ON
THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.
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Ladies and Gentlemen:
The undersigned hereby tenders to Leviathan, 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
Series A notes set forth below pursuant to the guaranteed delivery procedures
set forth in the prospectus and in Instruction 2 of the Letter of Transmittal.
The undersigned hereby tenders the Series A notes listed below:
CERTIFICATE NUMBER(S) (IF KNOWN) OF SERIES A NOTES OR AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL AMOUNT
ACCOUNT NUMBER AT THE BOOK-ENTRY FACILITY REPRESENTED TENDERED
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PLEASE SIGN AND COMPLETE
Names of Record Holder(s): -----------------------------------------------------
Address(es): -------------------------------------------------------------------
Area Code and Telephone Number(s): ---------------------------------------------
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Signature(s): ------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dated: -------------------------------------------------------------------, 1999
This Notice of Guaranteed Delivery must be signed by the holder(s) exactly
as their name(s) appear on certificates for Series A notes or on a security
position listing as the owner of Series A 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): -------------------------------------------------------------------
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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 17 Ad-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 Series A notes tendered hereby in proper
form for transfer (or confirmation of the book-entry transfer of such Series A
notes into the exchange agent's account at the book-entry transfer facility
described in the prospectus under the caption "The Exchange Offer -- Procedures
for Tendering Series A Notes -- 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: -----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ------------------------------------------------
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
Name: --------------------------------------------------------------------------
Title: -------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Date: ------------------------------------------------------------------- , 1999
DO NOT SEND SERIES A NOTES WITH THIS FORM. ACTUAL SURRENDER OF SERIES A
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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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 2 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 Series A notes
referred to herein, the signature must correspond with the name(s) written on
the face of the Series A 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 Series A notes, the signature must correspond with
the name shown on the security position listing as the owner of the Series A
notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Series A notes listed or a participant of the
book-entry 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 Series A 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, attorney-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 Leviathan 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.
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