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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
SWT FINANCE B.V
12 1/2% Senior Subordinated Notes Due 2010 (Non-DTC Held)
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of SWT Finance B.V (the "Issuer" or the "Company") made pursuant
to the Prospectus, dated [______________] 2000 (the "Prospectus"), if
certificates (as applicable) for outstanding 12 1/2% Senior Subordinated Notes
Due 2010 (except those which have been deposited with a custodian for, and
registered in the name of, The Depository Trust Company) (the "Initial Notes")
of the Issuer are not immediately available or if the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach Deutsche Bank AG London, as exchange agent (the
"Exchange Agent") prior to 5:00 P.M., London time, on the Expiration Date of the
Exchange Offer. Such form may be delivered or transmitted by facsimile
transmission, mail or hand delivery to the Exchange Agent as set forth below.
In addition, in order to utilize the guaranteed delivery procedure to tender
Initial Notes pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal (or facsimile thereof) relating to the tender for exchange
of Initial Notes (the "Letter of Transmittal") must also be received by the
Exchange Agent prior to 5:00 P.M., London time, on the Expiration Date.
Capitalized terms not defined herein are defined in the Prospectus or the Letter
of Transmittal.
Delivery To: Deutsche Bank AG London, Exchange Agent
By Mail, Hand Delivery or For Information Call:
Overnight Carrier: [____________]
Deutsche Bank AG London Facsimile Transmission Number:
Winchester House [____________]
1 Great Winchester Street
London EC2N 2DB Confirm by Telephone:
United Kingdom [____________]
Attention: Corporate Trust & Agency
Services
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AT SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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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 Initial Notes set forth below pursuant to the
guaranteed delivery procedure described in "The Exchange Offer--How to Tender"
section of the Prospectus.
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Certificate Number(s)
(if known) of Existing
Notes or Account Aggregate Principal
Number at the Book- Aggregate Principal Amount Tendered
Entry Transfer Facility Amount Represented (if less than all)*
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<S> <C> <C>
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</TABLE>
* Unless otherwise indicated, the registered holder of the Initial Notes
("the Holder") will be deemed to have tendered the full aggregate principal
amount represented by such Initial Notes.
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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 ____________________________________ _____________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:_____________________
Must be signed by the Holder(s) of Initial Notes as their name(s) appear(s)
on certificates for Initial 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.
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Please print name(s) and address(es)
Name(s) ______________________________________________________________
Capacity: ______________________________________________________________
Address(es): ______________________________________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees that the
certificates representing the principal amount of Initial Notes tendered hereby
in proper form for transfer, or timely confirmation of the book-entry transfer
of such Initial Notes into the Exchange Agent's account at Euroclear and
Clearstream Banking pursuant to the procedures set forth in "The Exchange Offer-
How to Tender" section of the Prospectus, together with any required signature
guarantee and any other documents required by the Letter of Transmittal, will be
received by the Exchange Agent at the address set forth above, no later than
five New York Stock Exchange trading days after the date of execution of this
Notice of Guaranteed Delivery.
____________________________________ _____________________________
Name of Firm Authorized Signature
____________________________________ _____________________________
Address Title
____________________________________ Name:________________________
Zip Code (Please Type or Print)
Area Code and Tel. No. _____________ Dated:_______________________
NOTE: DO NOT SEND CERTIFICATES FOR INITIAL NOTES WITH THIS FORM. CERTIFICATES
FOR INITIAL NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY
EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received
by the Exchange Agent at its address set forth herein prior to 5:00 p.m.,
London time, on the Expiration Date. The method of delivery of this Notice
of Guaranteed Delivery and any other required documents to the Exchange
Agent is at the election and risk of the Holder and the delivery will be
deemed made only when actually received by the Exchange Agent. If delivery
is by mail, registered or certified mail properly insured, with return
receipt requested, is recommended. In all cases sufficient time should be
allowed to assure timely delivery. For a description of the guaranteed
delivery procedure, see Instruction 1 of the Letter of Transmittal.
2. Signatures of this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered Holder(s) of the Initial
Notes referred to herein, the signature must correspond with the name(s)
written on the face of the Initial Notes without alteration, enlargement,
or any change whatsoever. If this Notice of Guaranteed Delivery is signed
by a participant of the Book-Entry Transfer Facility whose name appears on
a security position listing as the owner of Initial Notes, the signature
must correspond with the name shown on the security position listing as the
owner of the Initial Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered Holder(s) of any Initial Notes listed or a participant of the Book-
Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied
by appropriate bond powers, signed as the name of the registered Holder(s)
appears on the Initial Notes or signed as the name of the participant shown on
the Book-Entry Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing.
3. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust
company, or other nominee for assistance concerning the Exchange Offer.
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