EXHIBIT 99.2
TENNECO AUTOMOTIVE INC.
NOTICE OF GUARANTEED DELIVERY
This form or one substantially equivalent to this form must be used to
accept the offer (the "Exchange Offer") of Tenneco Automotive Inc. (the
"Company"), to exchange an aggregate principal amount of up to $500,000,000 of
its 8 5/8% Senior Subordinated Notes due 2014, Series B (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of the Company's issued and
outstanding 8 5/8% Senior Subordinated Notes due 2014, Series A, issued on
November 19, 2004 (the "Old Notes"), which were issued in offerings under Rule
144A and Regulation S of the Securities Act that were not registered under the
Securities Act. The Exchange Offer will expire at 5:00 p.m., New York City time,
on unless extended (as it may be extended, the "Expiration Time"). As
described in the enclosed Prospectus, dated (the "Prospectus"), if you
are a registered holder of Old Notes and wish to tender your Old Notes, but (1)
the certificates for Old Notes are not immediately available, (2) time will not
permit your certificates for Old Notes or other required documents to reach The
Bank of New York Trust Company, N.A., as exchange agent (the "Exchange Agent"),
before the Expiration Time or (3) the procedure for book-entry transfer cannot
be completed before the Expiration Time, you may effect a tender of your Old
Notes if:
- the tender is made through an "Eligible Guarantor Institution" (as
defined in the Prospectus under the caption "The Exchange
Offer -- Procedures for Tendering the Old Notes"),
- prior to the Expiration Time, the Exchange Agent receives from an
Eligible Guarantor Institution either (i) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in this
form, or (ii) a properly transmitted Agent's Message (as defined
below) and Notice of Guaranteed Delivery. In either case, these
documents must set forth your name and address, and the amount of Old
Notes you are tendering and stating that the tender is being made by
Notice of Guaranteed Delivery. These documents may be sent by
facsimile transmission, mail or hand delivery.
If you elect to use this procedure, you must also guarantee that within
three (3) New York Stock Exchange, Inc. ("NYSE") trading days after the date on
which the Expiration Time occurs, either (a) the Letter of Transmittal, or
facsimile thereof, together with the certificate(s) representing the Old Notes
and any other documents required by the Letter of Transmittal, will be deposited
by the Eligible Guarantor Institution with the Exchange Agent or (b) that a
confirmation of book-entry transfer (as described in the Prospectus under the
caption "The Exchange Offer -- Procedures for Tendering the Old Notes") of such
Old Notes into the Exchange Agent's account at The Depository Trust Company
("DTC"), along with a properly completed and duly executed Letter of Transmittal
or Agent's Message, will be delivered to the Exchange Agent.
For your tender to be effective, the Exchange Agent must actually receive
either (a) the properly completed and duly executed Letter of Transmittal, or
facsimile thereof, together with the certificate(s) representing all tendered
Old Notes in proper form for transfer and all other documents required by the
Letter of Transmittal or (b) if applicable, confirmation of a book-entry
transfer into the Exchange Agent's account at DTC, along with a properly
completed and duly executed Letter of Transmittal or Agent's Message, in each
case within three (3) NYSE trading days after the date on which the Expiration
Time occurs.
The term "Agent's Message" means a message transmitted by The Depository
Trust Company, received by the Exchange Agent and forming part of the book-entry
confirmation, to the effect that: (1) The Depository Trust Company has received
an express acknowledgement from a participant in its Automated Tender Offer
Program that is tendering Old Notes that are the subject of such book-entry
confirmation; (2) such participant has received and agrees to be bound by the
terms of the Prospectus and the Letter of Transmittal (or, in the case of an
Agent's Message relating to guaranteed delivery, that such participant has
received and agrees to be bound by the Notice of Guaranteed Delivery); and (3)
the agreement may be enforced against such participant.
Delivery to:
THE BANK OF NEW YORK TRUST COMPANY, N.A., EXCHANGE AGENT
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<Caption>
By Regular or Certified Mail: By Facsimile: By Overnight Courier or Hand:
(Eligible Guarantor
Institutions Only)
The Bank of New York (212) 298-1915 The Bank of New York
Trust Company, N.A. Attention: Trust Company, N.A.
c/o The Bank of New York c/o The Bank of New York
101 Barclay Street -- 7 East To Confirm by Telephone 101 Barclay Street -- 7 East
New York, NY 10286 or for Information Call: New York, NY 10286
Attention: Reorganization Unit Attention: Reorganization Unit
(212) 815-
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DELIVERY OF A NOTICE OF GUARANTEED DELIVERY OR AGENT'S MESSAGE TO AN
ADDRESS OTHER THAN THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS BY
FACSIMILE OTHER THAN AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE NOTICE OF
GUARANTEED DELIVERY OR AGENT'S MESSAGE.
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Ladies and Gentlemen:
Subject to the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to Tenneco
Automotive Inc. the principal amount of Old Notes set forth below pursuant to
the guaranteed delivery procedure described in the Prospectus under the
caption "The Exchange Offer -- Guaranteed Delivery Procedures."
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Principal Amount of Old Notes Tendered:* If Old Notes will be delivered by
$ book-entry transfer to The Depository
----------------------------------------- Trust Company, provide account number.
Certificate Nos. (if available):
- ----------------------------------------- Account Number
Total Principal Amount Represented by Old ----------------------------------
Notes Certificate(s):
$
-----------------------------------------
* Must be in denominations of principal
amount of $1,000 or any integral
multiple thereof.
</Table>
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.
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- -----------------------------------------------------------------------------------------------
PLEASE SIGN HERE
X ----------------------------
- ------------------------------------------------------------
X ----------------------------
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Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number: ( )
------------------------
Must be signed by the holder(s) of 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.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
- -----------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Capacity:
- -----------------------------------------------------------------------------------------------
Address(es):
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
- ------------------------------------------------------------
</Table>
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<Table>
- ----------------------------------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
- ----------------------------------------------------------------------------------------------
The undersigned, an Eligible Guarantor Institution, hereby guarantees that either (a) a
properly completed and duly executed Letter of Transmittal, or facsimile thereof, together
with the certificates representing the principal amount of Old Notes tendered hereby in
proper form for transfer, and all other documents required by the Letter of Transmittal, or
(b) confirmation of the book-entry transfer of such Old Notes into the Exchange Agent's
account at The Depository Trust Company pursuant to the procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering the Old Notes,"
together with a properly completed and duly executed Letter of Transmittal or properly
completed Agent's Message, will be received by the Exchange Agent at the address set forth
above, no later than three NYSE trading days after the date on which the Expiration Time
occurs.
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Name of Firm: (AUTHORIZED SIGNATURE)
------------------------------------
Address: Name:
- ------------------------------------------ --------------------------------------------
(PLEASE TYPE OR PRINT)
- --------------------------------------------- Title:
(ZIP CODE) ---------------------------------------------
Date:
---------------------------------------------
Area Code and Tel. No.:
--------------------------
- ----------------------------------------------------------------------------------------------
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NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.
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