NOTICE OF GUARANTEED DELIVERY
for
8.68% Senior Notes due 2010,
of
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
As set forth in the Prospectus dated August 18, 2000 (the "Prospectus")
of Iroquois Gas Transmission System, L.P. (the "Partnership"), in the
accompanying Letter of Transmittal and instructions thereto (the "Letter of
Transmittal"), this form or one substantially equivalent hereto must be used to
accept the Partnership's exchange offer (the "Exchange Offer") to exchange all
of its outstanding 8.68% Senior Notes due 2010 (the "Old Notes") if (i)
certificates representing the Old Notes to be tendered for exchange are not lost
but are not immediately available, (ii) time will not permit the Letter of
Transmittal, certificates representing such Old Notes or other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date. This form may be delivered by an Eligible Institution (as defined in the
Letter of Transmittal) by mail or hand delivery or transmitted, via telegram,
telex or facsimile, to the Exchange Agent as set forth below. All capitalized
terms used herein but not defined herein shall have the meanings ascribed to
them in the Prospectus.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON SEPTEMBER 25,
2000 UNLESS THE OFFER IS EXTENDED BY THE PARTNERSHIP (THE "EXPIRATION DATE").
TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
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To: The Chase Manhattan Bank, Exchange Agent
By Hand or Overnight Courier:
The Chase Manhattan Bank
55 Water Street
New York, New York 10041-0199
Attention: Capital Markets Fiduciary Services
By Facsimile Transmission:
(212) 638-7375
Confirm By Telephone:
(212) 638-0828
Delivery of this instrument to an address, or transmission via facsimile with
confirmation, 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 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.
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<PAGE>
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Partnership, upon the terms and
subject to the conditions set forth in the Exchange Offer and the Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amounts of Old Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus.
The undersigned understands that tenders of Old Notes will be accepted
only in authorized denominations. 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 may be withdrawn if
the Exchange Offer is terminated or as otherwise provided in the Prospectus.
All authority herein 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 representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
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<PAGE>
PLEASE SIGN AND COMPLETE
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Signature(s) of Registered Owner(s) or Name(s) of Registered Holder(s):
Authorized Signatory:
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Principal Amount of Old Notes Tendered: __
Certificate No(s). of Old Notes Area Code and Telephone No.: __________
(if available):
Date: _______________________________ If Old Notes will be delivered by book-
entry transfer at The Depository Trust
Company, insert Depository Account No.:
__________
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This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of
Old Notes exactly as its (their) name(s) appear on Certificates 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: __________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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.
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<PAGE>
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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. or a
commercial bank or trust company having an office or a correspondent in the
United States or an "eligible guarantor institution" as defined by Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
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 Exchange Act, (b) represents that such tender of Old Notes
complies with such 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), 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 and Old Notes tendered hereby to the Exchange Agent within the time
period set forth and that failure to do so could result in financial loss to the
undersigned.
Name of Firm: _______________________ Authorized Signature____________________
Address: ____________________________ Name: __________________________________
_____________________________________ Title: _________________________________
Area Code and Telephone No.: ________
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