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Exibit 99.2
NOTICE OF GUARANTEED DELIVERY
TO TENDER FOR EXCHANGE
9 1/2% SENIOR SUBORDINATED NOTES DUE 2008
OF
HADCO CORPORATION
PURSUANT TO
PROSPECTUS DATED _______ __, 1998
This Notice of Guaranteed Delivery or a form substantially equivalent
hereto must be used to accept the offer (the "Exchange Offer") of Hadco
Corporation, a Massachusetts corporation (the "Company"), to exchange $1,000
principal amount of its 9 1/2% Senior Subordinated Notes due 2008, which have
been registered under the Securities Act of 1933, as amended, for each $1,000
principal amount of the outstanding 9 1/2% Senior Subordinated Notes due 2008
(the "Original Notes") if (a) certificates representing the Original Notes are
not immediately available or (b) time will not permit the Original Notes and all
other required documents to reach the Exchange Agent on or prior to the
Expiration Date or (c) the procedures for book-entry transfer cannot be
completed on a timely basis. This form may be delivered by an Eligible
Institution (as defined) by mail or hand delivery or transmitted, via facsimile,
telegram or telex to the Exchange Agent as set forth below. All capitalized
terms used herein but not defined herein shall have the meanings ascribed to
them in the Prospectus dated __________ __, 1998 (the "Prospectus").
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL THE SURRENDER OF
ORIGINAL NOTES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF ORIGINAL NOTES IN
ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD
NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON _________ __,
1998, UNLESS EXTENDED. TENDERS OF 9 1/2% SENIOR SUBORDINATED NOTES DUE 2008 MAY
ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE
LETTER OF TRANSMITTAL.
The Exchange Agent for the Exchange Offer:
STATE STREET BANK AND TRUST COMPANY
Facsimile Transmission:
(Eligible Institutions Only)
617-664-5290
Confirm by Telephone:
617-664-5587
By Mail: By Hand/Overnight Delivery:
State Street Bank and Trust Company State Street Bank and Trust Company
Two International Place 61 Broadway
4th Floor 15th Floor
Boston, MA 02110 New York, NY 10006
Attention: Corporate Trust Division/Kellie Mullen Attention: Corporate Trust Division/Kellie Mullen
Tel: (617) 664-5587
For Information Call:
(617) 664-5587
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, TELEGRAM OR TELEX, 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 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.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Prospectus, receipt of which is
hereby acknowledged, the principal amount of Original Notes set forth below,
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer-Guaranteed Delivery Procedures."
Subject to and effective upon acceptance for exchange of the Original
Notes tendered herewith, the undersigned hereby sells, assigns and transfers to
or upon the order of the Company all right, title and interest in and to, and
any and all claims in respect of or arising or having arisen as a result of the
undersigned's status as a holder of, all Original Notes tendered hereby. In the
event of a termination of the Exchange Offer, the Original Notes tendered
pursuant thereto will be returned to the tendering Original Note holder
promptly.
The undersigned hereby represents and warrants that the undersigned
accepts the terms and conditions of the Prospectus and the Letter of
Transmittal, has full power and authority to tender, sell, assign and transfer
the Original Notes tendered hereby and that the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Company to be necessary or desirable to complete the sale,
assignment and transfer of the Original Notes tendered.
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.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) Address(es):
or Authorized Signatory:
--------------------
- --------------------------------- --------------------
- --------------------------------- --------------------
--------------------
Name(s) of Registered Holder(s): Area Code and Telephone No.:
- -------------------------------- --------------------
- --------------------------------
Principal Amount of Original Notes Tendered:
- ------------------------------ If Original Notes
will be delivered by
a book-entry
transfer, check
trust company:
Certificate No(s). of Original Notes (if available):
[ ] The Depository Trust Company
- -------------------------
Transaction Code No.:
- ------------------------- ---------------------
Depository Account No.:
- ------------------------- ---------------------
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Original Notes exactly as their name(s) appear(s) on the Original
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, guardian, attorney-in-fact, officer of a corporation, executor,
administrator, agent or other representative, such person must provide the
following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Capacity:
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Address(es):
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a registered national securities exchange
or a 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 (each, an "Eligible Institution") hereby guarantees that, within three
business days from the date of this Notice of Guaranteed Delivery, a properly
completed and validly executed Letter of Transmittal (or a facsimile thereof),
together with Original Notes tendered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such Original Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility (as defined in the Letter of
Transmittal)) and all other required documents will be deposited by the
undersigned with the Exchange Agent at one of its addresses set forth above.
Name of Firm: ------------------------------------
-------------------------------- Authorized Signature
Address: Name:
--------------------------------- -------------------------------
Title:
--------------------------------- -------------------------------
Area Code and Telephone No.: Date:
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DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER OF ORIGINAL NOTES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
VALIDLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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