NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
9 7/8% SENIOR NOTES DUE 2012
OF
MEDCATH HOLDINGS CORP.
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the MedCath Holdings Corp. (the "Company") offer to
exchange (the "Exchange Offer") registered 9 7/8% Senior Notes due 2012 (the
"New Notes") for any and all of its outstanding 9 7/8% Senior Notes due 2012
(the "Old Notes"), made pursuant to the Prospectus, dated October 20, 2004 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), if Old Notes are not immediately available, if the Old Notes, the
Letter of Transmittal or any other documents cannot be delivered to U.S. Bank
National Association, as exchange agent (the "Exchange Agent"), or if the
procedure for book-entry transfer cannot be completed, prior to 5:00 P.M., New
York City time, on the Expiration Date of the Exchange Offer. This Notice of
Guaranteed Delivery may be delivered or transmitted by facsimile transmission,
mail, overnight or hand delivery to the Exchange Agent as set forth below. 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 (or facsimile thereof) must also be received by the Exchange Agent
on or prior to 5:00 P.M., New York City time, on the Expiration Date.
Capitalized terms not defined herein are defined in the Prospectus.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 23,
2004, UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION
DATE.
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DELIVERY TO:
U.S. BANK NATIONAL ASSOCIATION, EXCHANGE AGENT
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance
Facsimile Transmission:
(651) 495-8158 (MN)
Confirm By Telephone:
(800) 934-6802 (MN)
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE 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 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:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Old Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus. The undersigned understands that
tenders of Old Notes pursuant to the Exchange Offer may only be withdrawn as
provided in the Prospectus under the caption "The Exchange Offer--Withdrawal
Rights."
The undersigned understands that tenders of Old Notes will be accepted only
in face amounts equal to $1,000 or integral multiples thereof. The undersigned
understands that tenders of Old Notes pursuant to the Exchange Offer may not be
withdrawn after 5:00 p.m., New York time, on the Expiration Date. Tenders of Old
Notes also may be
withdrawn if the Exchange Offer is terminated without any such Old Notes being
purchased thereunder or as otherwise provided in the Prospectus under the
caption "The Exchange Offer--Withdrawal Rights."
All authority 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 representative, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE SIGN AND COMPLETE
Principal Amount of Old Notes Tendered* Name(s) of Record Holder(s):
______________________________________
$_________________________________________ ______________________________________
Address(es):__________________________
Note Certificate Nos. (if available): ______________________________________
__________________________________________ ______________________________________
__________________________________________
__________________________________________ Area Code and Telephone Number(s):
__________________________________________ ______________________________________
______________________________________
If Old Notes will be delivered by book-entry
transfer to The Depository Trust Company,
provide account number. Signature(s):_________________________
______________________________________
Account Number:___________________________
Date:__________________________________
*Must be in integral multiples of $1,000.
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Notes exactly as its (their) name(s) appear(s) on the
certificate(s) 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.
(form continued on next page)
THE ACCOMPANYING GUARANTEE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or a correspondent in the
United States or an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, 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 14e-4 under
the Securities Exchange Act of 1934, as amended, (b) represents that such
tender of Old Notes complies with Rule 14e-4, and (c) guarantees that, within
five business days from the date of this Notice of Guaranteed Delivery, a
properly completed and duly executed Letter of Transmittal or a facsimile
thereof, or an Agent's Message (as defined in "The Exchange Offer--Book Entry
Transfer" in the Prospectus) in lieu of the Letter of Transmittal, 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, or an Agent's Message in lieu of the Letter of Transmittal, and
Old Notes tendered hereby to the Exchange Agent within the time period set
forth above and that failure to do so could result in financial loss to the
undersigned.
Name of Firm:_________________________________________________________________
_________________________________________________________________
(Authorized Signature)
Title:_________________________________________________________
Name:__________________________________________________________
Date:__________________________________________________________
Address:______________________________________________________________________
______________________________________________________________________
Area Code and
Telephone Number:_____________________________________________________________