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NOTICE OF GUARANTEED DELIVERY FOR SHARES OF
SERIES A 8% CUMULATIVE CONVERTIBLE
PREFERRED STOCK OF MESA INC.
SUBSCRIBED FOR UNDER THE BASIC SUBSCRIPTION
AND THE OVERSUBSCRIPTION PRIVILEGE
As set forth in the Prospectus under "The Rights Offering -- Exercise of
Rights," this form or one substantially equivalent hereto may be used as a means
of effecting subscription and payment for all shares of Mesa's Series A 8%
Cumulative Convertible Preferred Stock. Such form may be delivered by hand or
sent by telex, facsimile transmission, overnight courier or mail to the
Subscription Agent.
The Subscription Agent is:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
Attention: Corporate Stock Transfer Department
By Mail By Facsimile By Hand
40 Wall Street, 46th Floor (718) 234-5001 40 Wall Street, 46th Floor
New York, NY 10005 New York, NY 10005
Confirm by telephone to:
(718) 921-8200
By Overnight Courier:
Corporate Stock Transfer Department
40 Wall Street, 46th Floor
New York, NY 10005
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA A TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT
CONSTITUTE A VALID DELIVERY
Prior to 5:00 p.m., New York City time, on the Expiration Date, the member
firm of a registered national securities exchange or member of the National
Association of Securities Dealers, Inc., or commercial bank or trust company
which completes this form must communicate the guarantee, the name of the
exercising Rights holder, the number of Rights represented by the Subscription
Certificate(s) held by such exercising holder and the number of shares
subscribed for (under both the Basic Subscription Privilege and the
Oversubscription Privilege) to the Subscription Agent and must deliver this
Notice of Guaranteed Delivery, together with payment in full for all subscribed
shares, guaranteeing delivery of a properly completed and signed copy of the
Subscription Certificate to the Subscription Agent. Failure to do so will result
in a forfeiture of the Rights.
GUARANTEE
The undersigned, a member firm of a registered national securities exchange
or member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States, guarantees delivery to the Subscription Agent by the close of business
on the third New York Stock Exchange trading day following the date hereof, of a
properly completed and duly executed Subscription Certificate and evidencing the
Rights being exercised as indicated herein.
Number of Rights to be delivered
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Method of delivery (circle one) A. Through DTC*
B. Direct to Subscription Agent
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Number of Shares Subscribed for Pursuant to Number of Shares Subscribed for Pursuant to
Basic Subscription Privilege Oversubscription Privilege
- ------------------------------------------------------ ------------------------------------------------------
Name of Firm Authorized Signature
- ------------------------------------------------------ ------------------------------------------------------
Address Title
Name
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Zip Code (Please Type or Print)
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Contact Name Phone Number
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* IF THE RIGHTS ARE DELIVERED THROUGH DTC, A REPRESENTATIVE OF AMERICAN STOCK
TRANSFER AND TRUST COMPANY WILL PHONE YOU WITH A PROTECT IDENTIFICATION
NUMBER, WHICH NEEDS TO BE RELATED BY YOU TO DTC.