NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
CABOT INDUSTRIAL TRUST
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery (or one substantially in the form hereof)
must be used to accept the Offer (as defined below) if (a) certificates ("Share
Certificates") representing common shares of beneficial interest, par value
$0.01 per share ("Common Shares"), including the associated preferred share
purchase rights issued pursuant to the Rights Agreement, dated as of June 11,
1998, as amended and restated as of September 10, 1998, and as further amended
on October 28, 2001, between Cabot Industrial Trust, a Maryland real estate
investment trust ("Cabot"), and EquiServe Limited Partnership (as successor to
BankBoston, N.A.), as Rights Agent, of Cabot are not immediately available, (b)
time will not permit all required documents to reach Computershare Trust
Company of New York, which is acting as depositary (the "Depositary"), on or
before the Expiration Date (as defined in Section 1 of the Offer to Purchase
described below); or (c) the procedures for book-entry transfer, as set forth
in the Offer to Purchase, cannot be completed on time. This Notice of
Guaranteed Delivery may be delivered by hand or mail or transmitted by
facsimile transmission to the Depositary. See Section 3 of the Offer to
Purchase.
The Depositary for the Offer is:
COMPUTERSHARE TRUST COMPANY OF NEW YORK
By Facsimile Transmission
(for Eligible Institutions only):
(212) 701-7636
Confirm by Telephone:
(212) 701-7624
By Overnight Courier By Mail By Hand
Computershare Trust Company of Computershare Trust Company of Computershare Trust Company of
New York New York New York
Wall Street Plaza Wall Street Station Wall Street Plaza
88 Pine Street, 19th Floor P.O. Box 1010 88 Pine Street, 19th Floor
New York, NY 10005 New York, NY 10260-1010 New York, NY 10005
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER
OTHER THAN AS LISTED 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
SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.
THE GUARANTEE BELOW MUST BE COMPLETED
Ladies and Gentlemen:
The undersigned hereby tenders to Rooster Acquisition Corp., a Maryland
corporation (the "Rooster Acquisition Corp."), upon the terms and subject to
the conditions set forth in the Offer to Purchase of Rooster Acquisition
Corp., dated November 5, 2001 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer"), receipt of each of which is hereby
acknowledged, the number of Common Shares indicated below pursuant to the
guaranteed delivery procedures set forth in Section 3 of the Offer to
Purchase:
Number of Common Shares: ____________________________________________________
Share Certificate Numbers (if available): ___________________________________
If Common Shares will be delivered by book-entry transfer:
Account No.: ________________________________________________________________
Number of Common Shares: ___________________________________________________
Share Certificate Numbers (if available): ___________________________________
Name(s) of Record Holder(s):
_____________________________________________________________________________
PLEASE TYPE OR PRINT
_____________________________________________________________________________
ADDRESS _____________________________________________________________________
(INCLUDING ZIP CODE)
AREA CODE AND TELEPHONE NUMBER ______________________________________________
SIGNATURE(S) OF HOLDER(S) ___________________________________________________
Dated: _____________________________________________________________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program, or by any other "eligible guarantor institution",
as such term is defined in Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended (each of the foregoing being an "Eligible
Institution") (an "Eligible Institution"), hereby guarantees delivery to the
Depositary, at one of its addresses set forth above, of either the Share
Certificates evidencing all Common Shares tendered hereby in proper form for
transfer, or confirmation of the book-entry transfer of Common Shares into
the Depositary's account at The Depository Trust Company, in either case
together with delivery of a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantee, or
an Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery, and any other documents required by the Letter of
Transmittal, within three New York Stock Exchange trading days after the date
of execution of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Share Certificates to the Depositary within the time period indicated herein.
Failure to do so may result in financial loss to such Eligible Institution.
NAME OF FIRM ________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
AUTHORIZED SIGNATURE
TITLE _______________________________________________________________________
NAME ________________________________________________________________________
PLEASE TYPE OR PRINT
_____________________________________________________________________________
_____________________________________________________________________________
ADDRESS _____________________________________________________________________
DATED _______________________________________________________________________
AREA CODE AND TELEPHONE NUMBER ______________________________________________
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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