EX-99.02 9 d96298a1exv99w02.txt FORM OF NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.02 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF 9.25% NOTES DUE 2009 IN EXCHANGE FOR 9.25% NOTES DUE 2009 CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP CRESCENT FINANCE COMPANY This form or one substantially equivalent hereto must be used by a holder to accept the Exchange Offer of Crescent Real Estate Equities Limited Partnership (the "Operating Partnership") and Crescent Finance Company (together with the Operating Partnership, the "Issuers") and to tender 9.25% Notes due 2009 (the "2009 Private Notes") to the Exchange Agent pursuant to the guaranteed delivery procedures described in "The exchange offer -- Guaranteed delivery procedures" of the Issuers' Prospectus, dated [ ], 2002 (the "Prospectus"), and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes to tender 2009 Private Notes pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the Expiration Date (as defined below) of the Exchange Offer. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). 2009 PRIVATE NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. The Exchange Agent for the Exchange Offer is: UMB BANK, N.A. By Mail: By Overnight Courier or by Hand: UMB Bank, N.A. UMB Bank, N.A. c/o HSBC Bank USA c/o HSBC Bank USA 110 William Street 110 William Street New York, NY 10038 New York, NY 10038
By Facsimile: (For Eligible Institutions Only) UMB Bank, N.A. c/o HSBC Bank USA Facsimile: (718) 488-4488 Confirm by Telephone: (718) 488-4472 In each case, with Copy To: UMB Bank, N.A. Corporate Trust Division P.O. Box 417015 Kansas City, MO 64141-7015 Facsimile: (816) 860-3021 Telephone: (816) 860-3024 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE 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 ON THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES. Ladies and Gentlemen: The undersigned hereby tenders to the Issuers, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amounts of 2009 Private Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal. The undersigned hereby tenders the 2009 Private Notes listed below: ----------------------------------------------------------------------------------------------- CERTIFICATE NUMBER(S) (IF KNOWN) OF 2009 PRIVATE NOTES OR ACCOUNT NUMBER AT AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL THE BOOK-ENTRY FACILITY AMOUNT REPRESENTED BY NOTE(S) AMOUNT TENDERED ----------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE Signatures of Registered Holder(s) or Authorized Signatory: Date: Address: Name(s) of Registered Holder(s): Area Code and Telephone No.: This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear on certificates for 2009 Private Notes or on a security position listing as the owner of 2009 Private Notes, or by person(s) authorized to become 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(s): Capacity: Address(es): GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, guarantees deposit with the Exchange Agent of either (i) the Letter of Transmittal (or facsimile thereof), together with the 2009 Private Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such 2009 Private Notes into the Exchange Agent's account at the Book-Entry Transfer Facility described in the Prospectus under the caption "The exchange offer -- Book-Entry Transfer" and in the Letter of Transmittal) and any other required documents, or (ii) a properly transmitted Agent's Message as described in the Prospectus under the caption "The exchange offer -- Procedures for tendering 2009 Private Notes," as the case may be, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days following the date of delivery of the Notice of Guaranteed Delivery. Name of Firm: (Authorized Signature) Address: (Include Zip Code) Name: Title: (Please Print or Type) Area Code and Telephone Number: Date: , 20 ___ DO NOT SEND 2009 PRIVATE NOTES WITH THIS FORM. ACTUAL SURRENDER OF 2009 PRIVATE NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. 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 2 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 2009 Private Notes referred to herein, the signature must correspond with the name(s) written on the face of the 2009 Private 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 2009 Private Notes, the signature must correspond with the name shown on the security position listing as the owner of the 2009 Private Notes. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any 2009 Private 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 2009 Private 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 Operating Partnership of such person's authority to so act. 3. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests 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.