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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
14 1/2% SENIOR REDEEMABLE PREFERRED STOCK DUE 2011 (SERIES C)
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) 14 1/2% Senior Redeemable
Preferred Stock Due 2011 (Series C) (the "Old Senior Preferred Stock") are not
immediately available, (ii) the Old Senior Preferred Stock, 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 Senior
Preferred Stock" 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
initial liquidation preference of the Old Senior Preferred Stock 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 Senior
Preferred Stock."
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 Senior Preferred Stock 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 Senior Preferred Stock as their
name(s) appear(s) on the certificates for Old Senior Preferred Stock 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 Senior
Preferred Stock tendered hereby in proper form for transfer, or confirmation of
the book entry transfer of such Old Senior Preferred Stock 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 Senior Preferred Stock 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 SENIOR PREFERRED STOCK WITH THIS NOTICE OF
GUARANTEED DELIVERY. ACTUAL SURRENDER OF THE OLD SENIOR PREFERRED STOCK 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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