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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
10.25% SENIOR SUBORDINATED NOTES DUE 2010 (SERIES A)
OF
TNP ENTERPRISES, INC.
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) 10.25% Senior Subordinated
Notes Due 2010 (Series A) (the "Old Notes") are not immediately available, (ii)
the Old Notes, the Letter of Transmittal and all other required documents cannot
be delivered to The Bank of New York (the "Exchange Agent") on or prior to the
expiration date (as defined in the Prospectus referred to and as defined below)
or (iii) the procedures for delivery by book-entry transfer cannot be completed
on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand,
overnight courier, registered or certified mail, or transmitted by facsimile
transmission, to the Exchange Agent. See "The Exchange Offer-Procedures for
Tendering the Old Notes" in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
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BY REGISTERED OR BY OVERNIGHT DELIVERY/HAND:
CERTIFIED MAIL: The Bank of New York
The Bank of New York Corporate Trust Service Window; Ground Level
101 Barclay Street, 7 East 101 Barclay Street
New York, NY 10286 New York, NY 10286
Attn: Reorganization Section Attn: Reorganization Section
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TO CONFIRM BY TELEPHONE OR FOR INFORMATION:
(212) 815-6331
FACSIMILE TRANSMISSIONS:
(212) 815-6339
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A 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 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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Ladies and Gentlemen:
The undersigned hereby tenders to TNP Enterprises, Inc., a Texas
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Company's prospectus dated , 2000 (as the same may
be amended or supplemented from time to time, the "Prospectus"), and the related
letter of transmittal (the "Letter of Transmittal," which, together with the
Prospectus, constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the aggregate principal amount of the Old Notes set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption, "The Exchange Offer-Procedures for Tendering the Old Notes."
Aggregate Principal Name(s) of Registered Holder(s):____________________
Amount Tendered: $______________ ________________________________________
Certificate No(s). (if available:)_____________________________________________
Address(es):___________________________________________________________________
Area Code and Telephone Number(s):_____________________________________________
If the Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account Number:____________________________________________________________
Date:__________________________________________________________________________
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.
PLEASE SIGN HERE
X______________________________ _________________________
X______________________________ _________________________
Date
Must be signed by the holder(s) of the Old Notes as their name(s) appear(s)
on the certificates for Old 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 and, unless waived by the Company, provide
proper evidence satisfactory to the Company of such person's authority to so
act.
Please print name(s) and address(es)
Name(s): ____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
Capacity: ____________________________________________________________
Address(es): ____________________________________________________________
____________________________________________________________
____________________________________________________________
THE GUARANTEE ON THE NEXT PAGE MUST ALSO BE COMPLETED
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Old Notes
tendered hereby in proper form for transfer, or confirmation of the book entry
transfer of such Old Notes to the Exchange Agent's account at The Depositary
Trust Company ("DTC"), pursuant to the procedures for book-entry transfer set
forth in the Prospectus, in either case together with one or more properly
completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and
any other required documents within three New York Stock Exchange, Inc. trading
days following the date of receipt by the Exchange Agent of this Notice of
Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Notes tendered hereby to the Exchange Agent within the
time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
______________________________ ______________________________
Name of Firm Authorized Signature
______________________________ ______________________________
Address Title
(Please Type or Print)
______________________________
Zip Code
Area Code and Telephone Number: __________________ Date:____________________
NOTE: DO NOT SEND THE OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
ACTUAL SURRENDER OF THE OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED
BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
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