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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
8.75% SENIOR NOTES DUE 2008
OF
COGENTRIX ENERGY, 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) 8.75% Senior Notes due 2008
(the "Old Senior Notes") are not immediately available, (ii) Old Senior Notes,
the Letter of Transmittal and all other required documents cannot be delivered
to First Union National Bank (the "Exchange Agent") on or prior to the
Expiration Date (as defined in the Prospectus referred to 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 or mail or transmitted by facsimile transmission, to the Exchange Agent.
See "The Exchange Offer -- Procedures for Tendering" in the Prospectus.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON ______________, 2000, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION
DATE"). TENDERS OF OLD SENIOR NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00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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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
FIRST UNION NATIONAL BANK
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By Mail: By Facsimile: (704) 590-7628 By Hand:
Laura Richardson (For Eligible Institutions only) Laura Richardson
First Union National Bank Confirming by Telephone: (704) 590-7414 First Union National Bank
Corporate Trust Department Corporate Trust Department
1525 West W.T. Harris Blvd, 3C3 1525 West W.T. Harris Blvd, 3C3
Charlotte, North Carolina 28288-1153 Charlotte, North Carolina 28288-1153
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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 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.
THE GUARANTEE ON PAGE 3 MUST BE COMPLETED.
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Ladies and Gentlemen:
The undersigned hereby tenders to Cogentrix Energy, Inc., a North
Carolina corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Prospectus dated ___________, 2000 (as the same may
be amended or supplemented from time to time, the "Prospectus"), and the related
Letter of Transmittal (which together constitute the "Exchange Offer"), receipt
of which is hereby acknowledged, the aggregate principal amount of the Old
Senior Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering."
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Aggregate Principal Amount Tendered:
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Certificate No(s). (if available):
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If Old Senior Notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number:
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Date:
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Name(s) of Registered Holder(s):
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Address(es):
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Area Code and Telephone Number(s):
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Signature(s):
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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 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 (each, an "Eligible Institution"), hereby guarantees to deliver to
the Exchange Agent at one of its addresses set forth above, either the Old
Senior Notes tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Old Senior Notes to the Exchange Agent's account at
the Depository 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 (3) New York Stock
Exchange trading days after the date of execution of this Notice of Guaranteed
Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Senior 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:
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Address:
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Area Code and
Telephone Number:
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(Authorized Signature)
Title:
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Name:
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(Please type or print)
Date:
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NOTE: DO NOT SEND OLD SENIOR NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
ACTUAL SURRENDER OF OLD SENIOR 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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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any
other documents required by this Notice of Guaranteed Delivery must be
received by the Exchange Agent at its address set forth herein prior to
the Expiration Date. The method of delivery of this Notice of
Guaranteed Delivery and any other required documents to the Exchange
Agent is at the election and sole risk of the holder, and the delivery
will be deemed made only when actually received by the Exchange Agent.
If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by
mail, the holders may wish to consider using an overnight or hand
delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction-1 of the Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Old
Senior Notes, the signature must correspond with the name(s) written on
the face of the Old Senior Notes without alteration, enlargement, or
any change whatsoever. If this Notice of Guaranteed Delivery is signed
by a participant of the book-entry transfer facility whose name appears
on a security position listing as the owner of the Old Senior Notes,
the signature must correspond with the name shown on the security
position listing as the owner of the Old Senior Notes.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Old Senior Notes listed or a
participant of the book-entry transfer facility, this Notice of
Guaranteed Delivery must be accompanied by appropriate bond powers,
signed as the name of the registered holder(s) appears on the Old Notes
or signed as the name of the participant shown on the book-entry
transfer facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or
other person acting in a fiduciary or representative capacity, such
person should so indicate when signing and submit with the Letter of
Transmittal evidence satisfactory to the Company of such person's
authority to so act.
3. Requests for Assistance or Additional Copies. Questions and requests
for assistance for additional copies of the Prospectus may be directed
to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust
company, or other nominee for assistance concerning the Exchange Offer.
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