Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR 10% SENIOR SUBORDINATED NOTES DUE 2009
OF LIFEPOINT HOSPITALS HOLDINGS, INC.
As set forth in the Prospectus dated , 1999 (the
"Prospectus") of LifePoint Hospitals Holdings, Inc. (the "Company") and in the
Letter of Transmittal (the "Letter of Transmittal"), this form or a form
substantially equivalent to this form must be used to accept the Exchange
Offer (as defined below) if (i) the certificates for the outstanding 10 3/4%
Senior Subordinated Notes due 2009 (the "Old Notes") of the Company and all
other documents required by the Letter of Transmittal cannot be delivered to
the Exchange Agent by the expiration of the Exchange Offer or (ii) compliance
with book-entry transfer procedures cannot be effected on a timely basis. Such
form may be delivered by hand or transmitted by facsimile transmission, telex
or mail to the Exchange Agent no later than the Expiration Date, and must
include a signature guarantee by an Eligible Institution as set forth below.
Capitalized terms used herein but not defined herein have the meanings
ascribed thereto in the Prospectus.
To: Citibank, N.A. (the "Exchange Agent")
By Courier: By Hand: By Mail:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
Corporate Trust Window Corporate Trust Window Corporate Trust Window
111 Wall Street, 5th Floor 111 Wall Street, 5th Floor 111 Wall Street, 5th Floor
New York, New York 10043 New York, New York 10043 New York, New York 10043
Facsimile for Eligible Institutions:
Citibank, N.A.
(212) 505-2248
To Confirm by Telephone:
(800) 270-0808
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS,
INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS NOTICE OF GUARANTEED DELIVERY IS COMPLETED.
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 instruction thereto, such
signatures must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).
Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus and the related
Letter of Transmittal which describes the Company's offer (the "Exchange
Offer") to exchange $1,000 in principal amount of a new series of 10 3/4%
Series B Senior Subordinated Notes due 2009 (the "Exchange Notes") for each
$1,000 in principal amount of the Old Notes.
The undersigned hereby tenders to the Company the aggregate principal
amount of Old Notes set forth below on the terms and conditions set forth in
the Prospectus and the related Letter of Transmittal pursuant to the
guaranteed delivery procedure set forth in the "The Exchange Offer--Guaranteed
Delivery Procedures" section in the Prospectus and the accompanying Letter of
Transmittal.
The undersigned understand that no withdrawal of a tender of Old Notes
may be made on or after the Expiration Date. The undersigned understands that
for a withdrawal of a tender of Old Notes to be effective, a written notice of
withdrawal that complies with the requirements of the Exchange Offer must be
timely received by the Exchange Agent at one of its addresses specified on the
cover of this Notice of Guaranteed Delivery prior to the Expiration Date.
The undersigned understands that the exchange of Old Notes for Exchange
Notes pursuant to the Exchange Offer will be made only after timely receipt by
the Exchange Agent of (i) such Old Notes (or Book-Entry Confirmation of the
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company (the "Depositary" or "DTC")) and (ii) a Letter of Transmittal
(or facsimile thereof) with respect to such Old Notes, properly completed and
duly executed, with any required signature guarantees, this Notice of
Guaranteed Delivery and any other documents required by the Letter of
Transmittal or a properly transmitted Agent's Message. The term "Agent's
Message" means a message transmitted by the Depositary to, and received by,
the Exchange Agent and forming part of the confirmation of a book-entry
transfer, which states that the Depositary has received an express
acknowledgment from each participant in the Depositary tendering the Old Notes
and that such participant has received the Letter of Transmittal and agrees to
be bound by the terms of the Letter of Transmittal and the Company may enforce
such agreement against such participant.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and 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, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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PLEASE SIGN AND COMPLETE
Signature(s) or Registered Owner(s) Name(s) of Registered Holder(s)
or Authorized
______________________________________
Signatory: ___________________________
______________________________________
______________________________________
______________________________________ ______________________________________
Address: _____________________________
Principal Amount of Old Notes
Tendered:
______________________________________
______________________________________ Area Code and Telephone No.: _________
Certificate No(s) of Old Notes (if If Old Notes will be delivered by
available): book-entry transfer at The Depository
Trust Company, insert
______________________________________
Depository Account No.: ______________
______________________________________
______________________________________
Date: ________________________________
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):
_______________________________________________________________________
_______________________________________________________________________
Capacity:
_______________________________________________________________________
Address(es):
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
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
(Not to be used for signature guarantee)
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 otherwise an "eligible guarantor institution" within the
meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended,
hereby (a) represents that each holder of Old Notes on whose behalf this
tender is being made "own(s)" the Old Notes covered hereby within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (b) represents that such tender of Old Notes complies with
Rule 14e-4 of the Exchange Act and (c) guarantees that, within three New York
Stock Exchange trading days from the expiration date of the Exchange Offer, 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 above and the failure to do so could result in financial
loss to the undersigned.
Name of Firm: ________________________ ______________________________________
Authorized Signature
Address: _____________________________
Name: ________________________________
______________________________________
Title: _______________________________
Area Code and Telephone No.: _________
Date: ________________________________
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