Exhibit 99.2
FORM OF
NOTICE OF GUARANTEED DELIVERY
Burlington Resources Finance Company
OFFER TO EXCHANGE ITS ISSUED AND OUTSTANDING 5.60% NOTES DUE 2006,
6.50% NOTES DUE 2011 AND 7.40% NOTES DUE 2031 FULLY AND UNCONDITIONALLY
GUARANTEED BY BURLINGTON RESOURCES INC.
FOR ITS 5.60% NOTES DUE 2006,
6.50% NOTES DUE 2011 AND 7.40% NOTES DUE 2031 FULLY AND
UNCONDITIONALLY GUARANTEED BY BURLINGTON RESOURCES INC.
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS, DATED , 2002
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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As set forth in the Prospectus dated , 2002 (the "Prospectus") under the
caption "The Exchange Offer -- Guaranteed Delivery Procedures" and the
accompanying Letter of Transmittal (the "Letter of Transmittal") and Instruction
1 thereto, this form, or one substantially equivalent hereto, must be used to
accept the Exchange Offer if certificates representing the 5.60% Notes due 2006
(the "2006 Outstanding Notes"), 6.50% Notes due 2011 (the "2011 Outstanding
Notes") and 7.40% Notes due 2031 (the "2031 Outstanding Notes," and together
with the 2006 Outstanding Notes and the 2011 Outstanding Notes, the "Outstanding
Notes"), of Burlington Resources Finance Company, an unlimited liability company
organized under the laws of Nova Scotia, Canada (the "Company"), and fully and
unconditionally guaranteed by Burlington Resources Inc., are not immediately
available or if the procedure for book-entry transfer cannot be completed on a
timely basis or time will not permit a Holder's certificates or other required
documents to reach the Exchange Agent on or prior to the Expiration Date. Such
form may be delivered by hand, overnight courier, facsimile transmission or mail
to the Exchange Agent and must include a guarantee by an Eligible Institution
(as defined in the Letter of Transmittal) unless such form is submitted on
behalf of an Eligible Institution. Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Prospectus.
The Exchange Agent is
CITIBANK, N.A.
By Registered or Certified Mail: By Hand after 4:30 p.m. or by By Hand before 4:30 p.m.:
Overnight Courier:
CITIBANK, N.A. CITIBANK, N.A. CITIBANK, N.A.
Citibank, N.A. Citibank, N.A. Citibank, N.A.
as Exchange Agent as Exchange Agent as Exchange Agent
111 Wall Street, 15th Floor 111 Wall Street, 15th Floor 111 Wall Street, 15th Floor
New York, NY 10005 New York, NY 10005 New York, NY 10005
Attention: Agency & Trust Services Attention: Agency & Trust Services Attention: Agency & Trust Services
By Facsimile:
(212) 825-3483
Confirm by Telephone:
(800) 422-2066
Delivery of this instrument to an address or transmission via
facsimile number other than the ones above will not
constitute a valid delivery.
This form 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 & Gentlemen:
Upon the terms and subject to the conditions set forth in the Prospectus
and the accompanying Letter of Transmittal, receipt of which is hereby
acknowledged, the undersigned hereby tenders to the Company $__________
principal amount of 2006 Outstanding Notes, $__________ principal amount of 2011
Outstanding Notes and/or $__________ principal amount of 2031 Outstanding Notes,
pursuant to the guaranteed delivery procedures set forth in the Prospectus and
accompanying Letter of Transmittal.
Certificate Numbers of Outstanding Notes
(if available) Maturity of Outstanding Notes Principal Amount Tendered
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If Outstanding Notes will be tendered by book-entry transfer to The
Depositary Trust Company (the "DTC"), provide account number (as applicable).
2006 Outstanding Notes Account No.
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2011 Outstanding Notes Account No.
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2031 Outstanding Notes Account No.
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The undersigned authorizes the Exchange Agent to deliver this Notice of
Guaranteed Delivery to the Company and Citibank, N.A., as Trustee with respect
to the Outstanding Notes tendered pursuant to the Exchange Offer.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and 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, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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SIGN HERE
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Signature(s) of Registered Holder(s) or Authorized Signatory
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Name(s) of Registered Holder(s)
(Please Type or Print)
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Address
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Zip Code
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Area code and Telephone Number
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Dated: , 2002
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GUARANTEE
(Not to be Used for Signature Guarantees)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office in the United States, hereby (a) represents
that the above-named person(s) has a net long position in the Outstanding Notes
tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange
Act of 1934, as amended, (b) represents that such tender of Outstanding Notes
complies with Rule 14e-4 and (c) guarantees delivery to the Exchange Agent of
certificates representing the Outstanding Notes tendered hereby, in proper form
for transfer, or confirmation of book-entry transfer of such Outstanding Notes
into the Exchange Agent's account at DTC, with a properly completed and duly
executed Agent's Message (as defined in the Letter of Transmittal) or Letter of
Transmittal, as the case may be, with any required signature guarantees and any
other documents required by the Letter of Transmittal, within three Business
Days after the Expiration Date.
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Name of Firm Title
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Authorized Signature Name (Please Type or Print)
Dated:___________________________________
- ---------------------------------- , 2002
Address
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Area Code and Telephone Number
NOTE: DO NOT SEND CERTIFICATES REPRESENTING OUTSTANDING NOTES WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING NOTES MUST BE SENT WITH YOUR LETTER OF
TRANSMITTAL.