EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WESTPORT RESOURCES CORPORATION
OFFER TO EXCHANGE UP TO $300,000,000 OF ITS 8 1/4% SENIOR SUBORDINATED NOTES DUE
2011
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR AN EQUAL PRINCIPAL AMOUNT OF ITS OUTSTANDING 8 1/4% SENIOR SUBORDINATED
NOTES DUE 2011
THAT WERE ISSUED ON DECEMBER 17, 2002 IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT
Pursuant to the Prospectus dated , 2003
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's 8 1/4% Senior Subordinated Notes due 2011 issued
in a private offering on December 17, 2002 (the "Old Notes") are not immediately
available, (ii) Old Notes, the Letter of Transmittal and all other required
documents cannot be delivered to The Bank of New York (the "Exchange Agent") on
or prior to the Expiration Date or (iii) the procedures for delivery by
book-entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand, overnight courier or mail, or
transmitted by facsimile transmission, to the Exchange Agent. See "The Exchange
Offer -- Procedures for Tendering Old Notes" in the Prospectus. In addition, in
order to utilize the guaranteed delivery procedure to tender Old Notes pursuant
to the Exchange Offer, a completed, signed and dated Letter of Transmittal
relating to the Old Notes (or facsimile thereof) must also be received by the
Exchange Agent on or prior to the Expiration Date. Capitalized terms not defined
herein have the meanings assigned to them in the Prospectus.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2003, UNLESS THE OFFER IS EXTENDED.
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
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By Registered or Certified By Hand or Overnight Delivery: Facsimile Transmissions:
Mail:
The Bank of New York The Bank of New York (Eligible Institutions Only)
Reorganization Department Lobby Level -- Corporate Trust (212) 298-1915
101 Barclay Street, 7 East Window
Floor 101 Barclay Street To Confirm by Telephone or
New York, New York 10286 New York, New York 10286 for Information Call:
Attn: Enrique Lopez Attn: Enrique Lopez Enrique Lopez
(Reorganization Dept/7 East) (212) 815-2742
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY
VIA FACSIMILE TO A NUMBER 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 PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Westport Resources Corporation, a Nevada
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated , 2003 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), 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 -- Procedures for Tendering Old Notes."
Aggregate Principal Amount
Amount Tendered: $ ---------------------------------------- *
Name(s) of Registered Holder(s): ----------------------------------------------
- --------------------------------------------------------------------------------
Certificate No(s) (if
available): ---------------------------------------------
- --------------------------------------------------------------------------------
$ -----------------------------------------------------------------------------
(Total Principal Amount Represented by Old Notes Certificate(s))
If Old Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account
Number: -----------------------------------------------------------
Date: -------------------------------------------------------------------------
* Must be in integral multiples of $1,000.
- --------------------------------------------------------------------------------
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
X ----------------------------------------------------------------------------
X ----------------------------------------------------------------------------
Signature(s) of Owner(s) or Authorized Signatory
X ----------------------------------------------------------------------------
X ----------------------------------------------------------------------------
Date
Area Code and Telephone Number: ------------------------------------------------
Must be signed by the holder(s) of the Old Notes as their name(s) appear(s)
on certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement 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 set
forth his or her full title below and, unless waived by the Company, provide
proper evidence satisfactory to the Company of such person's authority to so
act.
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Please print name(s) and address(es)
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Name(s): ------------------------------------------------------------
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Capacity: ------------------------------------------------------------
Address(es): ------------------------------------------------------------
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GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, government securities broker or
government securities dealer, (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association (each of
the foregoing being referred to as an "Eligible Institution"), hereby guarantees
to deliver to the Exchange Agent, at one of its addresses set forth above,
either the Old Notes tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Old Notes to the Exchange
Agent's account at The Depository Trust Company ("DTC"), pursuant to the
procedures for book-entry transfer set forth in the Prospectus, in either case
together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents within three
New York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Old Notes tendered hereby to the
Exchange Agent within the time period set forth above and that failure to do so
could result in a financial loss to the undersigned.
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- ----------------------------------------- -----------------------------------------
Name of Firm Authorized Signature
- ----------------------------------------- -----------------------------------------
Address Title
- -----------------------------------------
Zip Code
Area Code and
Telephone Number: Date:
- ---------------------------- -----------------------------------------
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NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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