EXHIBIT 99.2
NE RESTAURANT COMPANY, INC.
EXCHANGE OFFER
TO HOLDERS OF ITS
10 3/4% SENIOR NOTES DUE 2008
NOTICE OF GUARANTEED DELIVERY
This Notice of Guaranteed Delivery or a form substantially equivalent
hereto must be used to accept the Exchange Offer of NE Restaurant Company, Inc.
(the "Company") made pursuant to the prospectus dated _____, 1998 (the
"Prospectus") and the accompanying letter of transmittal (the "Letter of
Transmittal"), if certificates for the above-referenced 10 3/4% Senior Notes due
2008 (the "Private Notes") are not immediately available or time will not permit
all required documents to reach United States Trust Company of New York (the
"Exchange Agent") prior to the Expiration Date (as defined in the Prospectus) of
the Exchange Offer (as defined below) or if the procedures for book-entry
transfer cannot be completed on a timely basis. This form may be delivered by an
Eligible Institution (as defined in the Letter of Transmittal) by hand or by
telegram, facsimile transmission or mail to the Exchange Agent.
UNITED STATES TRUST COMPANY OF NEW YORK
BY REGISTERED OR BY OVERNIGHT COURIER (OR BY HAND BEFORE 4:30 P.M.:
CERTIFIED MAIL: BY HAND AFTER 4:30 P.M. United States Trust Company
United States Trust ON THE EXPIRATION DATE): of New York
Company of New York United States Trust 111 Broadway, Lower Level
P.O. Box 844 Company of New York New York, New York 10006
Cooper Station 770 Broadway, 13th Floor Attn: Corporate Trust
New York, New York New York, New York 10003 Services
10276-0844 Attn: Corporate Trust
Attn: Corporate Trust Services
Services
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
United States Trust Company of New York
212-780-0592
Attn: Corporate Trust Services
Confirm by Telephone:
800-548-6565
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER 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 a Medallion Signature
Guarantor 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 tenders to the Company upon the terms and
conditions set forth in the Prospectus and the Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the principal amount of Private Notes set forth below, pursuant to
the guaranteed delivery procedure described in the Prospectus and the Letter of
Transmittal under the section entitled "The Exchange Offer-Guaranteed Delivery
Procedures."
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender the Private Notes. The undersigned
authorizes the Exchange Agent to deliver this Notice of Guaranteed Delivery to
the Company and the Trustee as evidence of the undersigned's tender of the
Privates Notes.
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.
Signature(s) ____________________ Address ____________________________
_________________________________ ____________________________________
Name(s)__________________________ Area Code and Tel. No.(s)___________
_________________________________ If Private Notes will be delivered by
Please Type or Print book-entry transfer, check box and
provide account number.
Certificate Nos. |_| The Depository Trust Company
(if available)___________________ Account Number:_____________________
Principal Amount of Private Notes
Represented by Certificate(s)_______________________
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 and "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), guarantees deposit with the Exchange Agent of the
Letter of Transmittal (or facsimile thereof) with any required signature
guarantees, together with the Private Notes tendered hereby in proper form for
transfer (or timely confirmation of the book-entry transfer of such Private
Notes into the Exchange Agent's account at the Depository Trust Company and any
other required documents, all by 5:00 p.m., New York City time, on the third New
York Stock Exchange trading day following the Expiration Date.
The institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal and
Notes to the Exchange Agent within the time period shown herein. Failure to do
so could result in a financial loss to the undersigned.
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Name of Firm Authorized Signature
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Address Title
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Zip Code Please Type or Print
Area Code and Tel. No. __________ Dated ______________________________