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EXHIBIT T3E.5
NOTICE OF GUARANTEED DELIVERY
Exchange Offer and Consent Solicitation
New Millennium Homes, LLC
Offer to Exchange
All Outstanding 12% Senior Notes due September 3, 2004
($126,000,000 aggregate principal amount outstanding)
for
Zero Coupon Notes due 2004 and Series A Participating Perpetual Preferred
Shares;
Waiver of Liquidated Damages;
Solicitation of Consents to Amend the Indenture
dated as of September 3, 1997, as amended; and
Solicitation of Agreement to Support Plan of Reorganization
THE EXCHANGE OFFER, CONSENT SOLICITATION AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 10, 2000, UNLESS EXTENDED (AS SUCH DATE
MAY BE EXTENDED, THE "EXPIRATION DATE").
As set forth in the Exchange Offer and Consent Solicitation dated July 13, 2000
and the related Letter of Transmittal and Consent (which, together with any
amendments or supplements thereto, collectively, constitute the "Offer"), this
Notice of Guaranteed Delivery, or one substantially equivalent hereto, must be
used to tender for exchange any and all outstanding 12% Senior Notes due 2004
("Senior Notes") of New Millennium Homes, LLC, a Delaware limited liability
company ("Company" or "New Millennium"), pursuant to the Offer if certificates
for Senior Notes are not immediately available or if such certificates for
Senior Notes and all other required documents cannot be delivered to the
Exchange Agent on or prior to the Expiration Date (as defined in the Exchange
Offer and Consent Solicitation). This instrument may be delivered by hand or
transmitted by facsimile transmission or mail to the Exchange Agent.
The Exchange Agent for the Offer is:
U.S. Bank Corporate Trust
180 E. Fifth Street
St. Paul, Minnesota 55101
Attn: Default Processing
By Facsimile:
(651) 244-1142
Confirm by Telephone:
(612) 973-5840
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Delivery of this instrument to an address other than as set forth above or
transmissions of instructions via a facsimile number other than as set forth
above will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal and Consent is required
to be guaranteed by an Eligible Institution under the instructions to the Letter
of Transmittal and Consent, such signature guarantee must appear in the
applicable space provided in the signature box in the Letter of Transmittal and
Consent.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Exchange Offer and Consent Solicitation dated
July 13, 2000 and the related Letter of Transmittal and Consent, receipt of each
of which is hereby acknowledged, the principal amount of Senior Notes indicated
below pursuant to the guaranteed delivery procedures set forth in the Exchange
Offer under the caption "Background and Purpose of the Exchange Offer and
Consent Solicitation-Guaranteed Delivery Procedures."
Signature(s) Address(es)
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Name(s) of Eligible Holders of Senior Notes
------------------------------------------- Zip Code
-------------------------------------------
------------------------------------------- Area Code and Tel. No.(s)
Please Type or Print -------
Principal Amount of Senior Notes Tendered
for Exchange $
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Senior Note Certificate No(s). (If
available)
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-------------------------------------------
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Dated __________________________, 2000
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (as defined in the Exchange
Offer), having an office or correspondent in the United States, hereby (a)
represents that the above named person(s) "own(s)" the Senior Notes tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender
of Senior Notes complies with Rule 14e-4 and (c) guarantees to deliver to the
Exchange Agent the certificates representing all the Senior Notes tendered
hereby, in proper form for transfer, together with the Letter of Transmittal and
Consent (or an original executed facsimile thereof), properly completed and duly
executed, with any required signature guarantees, and any other required
documents, all within three New York Stock Exchange trading days after the date
hereof.
--------------------------------- -------------------------------------
Name of Firm Authorized Signature
Name
--------------------------------- ----------------------------------
Address Please Type or Print
Title
--------------------------------- ---------------------------------
Zip Code
Area Code and Tel. No. Dated , 2000
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NOTE: DO NOT SEND CERTIFICATES FOR SENIOR NOTES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL AND CONSENT.
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