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Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
of
KENETECH Corporation
to
KC Merger Corp.
a wholly owned subsidiary of
KC Holding Corporation
a wholly owned subsidiary of
ValueAct Capital Partners, L.P.
(Not to be used for Signature Guarantees)
This Notice of Guaranteed Delivery (or one substantially in the form
hereof) must be used to accept the Offer (as defined below) if (a)
certificates representing shares of Common Stock, par value $.0001 per share
(the "Shares"), of KENETECH Corporation, a Delaware corporation ("Share
Certificates") are not immediately available; (b) time will not permit all
required documents to reach ChaseMellon Shareholder Services, L.L.C. (the
"Depositary") on or prior to the Expiration Date (as defined in Section 1 of
"The Tender Offer" of the Offer to Purchase (as defined below)); or (c) the
procedure for book-entry transfer, as set forth in the Offer to Purchase,
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may
be delivered by hand or mail or transmitted by facsimile transmission to the
Depositary. See Section 3 of "The Tender Offer" of the Offer to Purchase.
The Depositary for the Offer Is:
ChaseMellon Shareholder Services, L.L.C.
By Facsimile Transmission
(For Eligible Institutions Only)
(201) 296-4293
Attention: Reorganization Department
Confirm by Telephone:
(201) 296-4860
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By Overnight Courier: By Mail: By Hand:
Reorganization Department Reorganization Department Reorganization Department
85 Challenger Road P.O. Box 3301 120 Broadway
Mail Stop--Reorg. South Hackensack, NJ 07606 13th Floor
Ridgefield Park, NJ 07660 New York, NY 10271
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The Guarantee on the Reverse Side Must Be Completed.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to KC Merger Corp., a Delaware corporation
and a wholly owned subsidiary of KC Holding Corporation, a Delaware
corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated November 6, 2000 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, as amended or supplemented from time to
time, together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of Shares indicated below pursuant to the guaranteed
delivery procedure set forth in Section 3 of "The Tender Offer" of the Offer
to Purchase.
Name(s) of Holders:
__________________________________
Number of Shares:
__________________________________
__________________________________ (Please Type or Print)
Address(es): _____________________
Certificate No.(s) (If
Available):
__________________________________
__________________________________ (Zip Code)
__________________________________
Daytime Area Code and Telephone
Check this box if Shares will be Number:
delivered by book-entry
transfer: [_]
__________________________________
Signature(s) of Holders: _________
Account No.: _____________________
__________________________________
Date: ______________________, 2000
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program (an "Eligible Institution"), hereby guarantees
delivery to the Depositary, at one of its addresses set forth above, of either
the Share Certificates evidencing all Depositary's account at The Depository
Trust Company, in either case together with delivery of a properly completed
and duly executed Letter of Transmittal (or facsimile copy thereof with
original signature(s)) with any required signature guarantee, or an Agent's
Message (as defined in the Offer to Purchase) in connection with a book-entry
delivery, and any other documents required by the Letter of Transmittal,
within three Nasdaq trading days after the date of execution of this Notice of
Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Share Certificates to the Depositary within the time period indicated herein.
Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm: ______________________________________________________________
____________________________________________________________________________
Authorized Signature
Address: ___________________________________________________________________
____________________________________________________________________________
Zip Code
Title: _____________________________________________________________________
Name: ______________________________________________________________________
Please Type or Print
Area Code and Telephone No.: _______________________________________________
Date: __________________________, 2000
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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