Common use of Notice of Guaranteed Delivery Clause in Contracts

Notice of Guaranteed Delivery. If a Rights Offeree wishes to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800).

Notice of Guaranteed Delivery. If OF NAVIOS MIDSTREAM PUBLIC UNITS This form, or a Rights Offeree wishes to exercise Rightsfacsimile transmission of this form, but time will must be used in connection with your election if the delivery of unit certificate(s), if any, representing the Navios Midstream Public Units, or if the procedures for book-entry transfer of the Navios Midstream Public Units into the Exchange Agent’s account at The Depository Trust Company, cannot permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent on or otherwise be completed prior to the Expiration Date, such Rights Election Deadline. This form may nevertheless be exercised if all of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred being subscribed for pursuant delivered to the Basic Subscription Right Exchange Agent by mail or facsimile transmission, and the Over-Subscription Right to must be received by the Subscription Exchange Agent on or prior before 5:00 P.M., Eastern Time, on [●], 2018 (the “Election Deadline”). The Exchange Agent is: [●] If delivering by mail or courier: By facsimile transmission: [●] for Eligible Institutions Only: [●] Fax: [●] Attn: [●] Phone to confirm receipt: [●] [●] THE ABOVE FAX NUMBER CAN ONLY BE USED FOR DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. ANY TRANSMISSION OF OTHER MATERIALS WILL NOT BE ACCEPTED AND WILL NOT BE CONSIDERED A VALID SUBMISSION FOR THE ELECTION. Delivery of this form to an address other than as set forth above (or facsimile transmission to a number other than the one listed above) does not constitute a valid delivery. The undersigned hereby surrenders to the Expiration Date; (b) the Subscription Exchange Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by Navios Midstream Public Units set forth below, upon the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant terms and subject to the Basic Subscription Right conditions set forth in the Agreement and Plan of Merger, dated as of October 7, 2018, by and among Navios Maritime Acquisition Corporation, NMA Sub LLC, a wholly owned subsidiary of Navios Maritime Acquisition Corporation, Navios Maritime Midstream Partners L.P. and Navios Maritime Midstream Partners GP LLC, and described in the Information Statement/Prospectus, dated [●], 2018, and the number related Election Form, receipt of shares which are hereby acknowledged. Number of Series B PreferredUnits Surrendered: DTC Account Number: Unit Certificate No(s)* Name(s) of Record Holder(s): Address: Telephone Number: ( ) Social Security Number or Employer Identification Number: Dated: , if any, being subscribed 2018 Signature(s) *Not applicable for pursuant to the Overbook-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800).entry Navios Midstream Public Units

Notice of Guaranteed Delivery. If YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 23, 1998, UNLESS EXTENDED. PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OLD CAPITAL SECURITIES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE. In all cases, exchanges of Old Capital Securities accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (a) certificates representing such Old Capital Securities, or a Rights Offeree wishes Book-Entry Confirmation (as defined in the Prospectus), as the case may be, (b) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or an Agent's Message (as defined in the Prospectus), and (c) any other required documents. Holders who wish to exercise Rightstender their Old Capital Securities and (i) whose Old Capital Securities are not immediately available or (ii) who cannot deliver their Old Capital Securities, but time will not permit such Rights Offeree the Letter of Transmittal or an Agent's Message and any other documents required by the Letter of Transmittal to cause the Rights Certificate evidencing such Rights to reach the Subscription Exchange Agent on or prior to the Expiration DateDate must tender their Old Capital Securities according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer -- Procedure for Tendering Old Capital Securities" in the Prospectus. The Exchange Offer is not being made to, such Rights may nevertheless nor will tenders be exercised if all accepted from or on behalf of, holders of Old Capital Securities residing in any jurisdiction in which the making of the following conditions are met Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. Neither the Company nor the Issuer Trust will make any payments to brokers, dealers or other persons for soliciting acceptances of the Exchange Offer. The Company will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and Letter of Transmittal may be directed to the Exchange Agent at its address set forth in the Prospectus or at 0-000-000-0000. Very truly yours, FCB/NC CAPITAL TRUST I NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE ISSUER TRUST OR ANY AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. FCB/NC CAPITAL TRUST I OFFER TO EXCHANGE ITS NEWLY ISSUED 8.05% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OF ITS OUTSTANDING 8.05% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) PURSUANT TO THE PROSPECTUS DATED AUGUST 24, 1998 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 23, 1998, UNLESS THE OFFER IS EXTENDED TO OUR CLIENTS: Enclosed for your consideration is a Prospectus dated August 24, 1998 (the "Guaranteed Delivery ProceduresProspectus"): ) and a Letter of Transmittal (awhich together constitute the "Exchange Offer") such Rights Offeree has caused payment in full relating to the offer by First Citizens BancShares, Inc., a Delaware corporation (the "Company"), and FCB/NC Capital Trust I, a Delaware business trust (the "Issuer Trust"), to exchange up to $150,000,000 aggregate liquidation amount of newly issued 8.05% Capital Securities of the Subscription Price Issuer Trust (the "New Capital Securities") for each share a like liquidation amount of Series B Preferred the Issuer Trust's outstanding 8.05% Capital Securities (the "Old Capital Securities"). As set forth in the Prospectus, the terms of the New Capital Securities are identical in all material respects to the Old Capital Securities, except that the New Capital Securities have been registered under the Securities Act of 1933, as amended, and therefore will not be subject to certain restrictions on their transfer and will not provide for any increase in interest rate paid thereon, subject to certain exceptions. Old Capital Securities may be tendered for exchange in whole or in part in a liquidation amount of $100,000 (100 Old Capital Securities) or any integral multiple of $1,000 in excess thereof. The enclosed material is being subscribed forwarded to you as the beneficial owner of Old Capital Securities held by us for your account or benefit but not registered in your name. An exchange of any Old Capital Securities may only be made by us as the registered Holder pursuant to your instructions. Therefore, the Company and the Issuer Trust urge beneficial owners of Old Capital Securities registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such Holder promptly if they wish to exchange Old Capital Securities in the Exchange Offer. Accordingly, we request instructions as to whether you wish us to exchange any or all such Old Capital Securities held by us for your account or benefit, pursuant to the Basic Subscription Right terms and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially conditions set forth in the form provided with Prospectus and Letter of Transmittal. We urge you to read carefully the Subscription Documents, from an Eligible Institution, stating the name Prospectus and address Letter of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant Transmittal before instructing us to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800)exchange your Old Capital Securities.

Notice of Guaranteed Delivery. If a Rights Offeree wishes to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred Unit being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred Units being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B PreferredUnits, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City timeYork, New York, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, exercised are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York, New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way may be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800___________).

Notice of Guaranteed Delivery. If a Rights Offeree wishes to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred Unit being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred Units being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B PreferredUnits, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way may be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) -282-5800).

Notice of Guaranteed Delivery. If a Rights Offeree wishes to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred Unit being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred Units being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B PreferredUnits, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way may be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282800 937-58005449).

Notice of Guaranteed Delivery. If YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ____________________, 1998, UNLESS EXTENDED. PLEASE FURNISH COPIES OF TH ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OLD CAPITAL SECURITIES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE. In all cases, exchanges of Old Capital Securities accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (a) certificates representing such Old Capital Securities, or a Rights Offeree wishes book entry confirmation (as defined in the Prospectus), as the case may be, (b) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or an Agent's Message (as defined in the Prospectus), and (c) any other required documents. Holders who wish to exercise Rightstender their Old Capital Securities and (i) whose Old Capital Securities are not immediately available or (ii) who cannot deliver their Old Capital Securities, but time will not permit such Rights Offeree the Letter of Transmittal or an Agent's Message and any other documents required by the Letter of Transmittal to cause the Rights Certificate evidencing such Rights to reach the Subscription Exchange Agent on or prior to the Expiration DateDate must tender their Old Capital Securities according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer--Procedure for Tendering Old Capital Securities" in the Prospectus. The Exchange Offer is not being made to, such Rights may nevertheless nor will tenders be exercised if all accepted from or on behalf of, holders of Old Capital Securities residing in any jurisdiction in which the making of the following conditions are met Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. Neither the Company nor the Issuer Trust will make any payments to brokers, dealers or other persons for soliciting acceptances of the Exchange Offer. The Company will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and Letter of Transmittal may be directed to the Exchange Agent at its address set forth in the Prospectus or at 0-000-000-0000. Very truly yours, FCB/SC CAPITAL TRUST I NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE ISSUER TRUST OR ANY AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. FORM OF LETTER TO CLIENTS FCB/SC CAPITAL TRUST I OFFER TO EXCHANGE ITS NEWLY ISSUED 8.25% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OF ITS OUTSTANDING 8.25% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) PURSUANT TO THE PROSPECTUS DATED __________, 1998 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________, 1998, UNLESS THE OFFER IS EXTENDED TO OUR CLIENTS: Enclosed for your consideration is a Prospectus dated ________, 1998 (the "Guaranteed Delivery ProceduresProspectus"): ) and a Letter of Transmittal (awhich together constitute the "Exchange Offer") such Rights Offeree has caused payment in full relating to the offer by First Citizens Bancorporation of South Carolina, Inc., a South Carolina corporation (the "Company"), and FCB/SC Capital Trust I, a Delaware business trust (the "Issuer Trust"), to exchange up to $50,000,000 aggregate liquidation amount of newly issued 8.25% Capital Securities of the Subscription Price Issuer Trust (the "New Capital Securities") for each share a like liquidation amount of Series B Preferred the Issuer Trust's outstanding 8.25% Capital Securities (the "Old Capital Securities"). As set forth in the Prospectus, the terms of the New Capital Securities are identical in all material respects to the Old Capital Securities, except that the New Capital Securities have been registered under the Securities Act of 1933, as amended, and therefore will not be subject to certain restrictions on their transfer and will not provide for any increase in interest rate paid thereon, subject to certain exceptions. Old Capital Securities may be tendered for exchange in whole or in part in a liquidation amount of $100,000 (100 Old Capital Securities) or any integral multiple of $1,000 in excess thereof. The enclosed material is being subscribed forwarded to you as the beneficial owner of Old Capital Securities held by us for your account or benefit but not registered in your name. An exchange of any Old Capital Securities may only be made by us as the registered Holder pursuant to your instructions. Therefore, the Company and the Issuer Trust urge beneficial owners of Old Capital Securities registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such Holder promptly if they wish to exchange Old Capital Securities in the Exchange Offer. Accordingly, we request instructions as to whether you wish us to exchange any or all such Old Capital Securities held by us for your account or benefit, pursuant to the Basic Subscription Right terms and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially conditions set forth in the form provided with Prospectus and Letter of Transmittal. We urge you to read carefully the Subscription Documents, from an Eligible Institution, stating the name Prospectus and address Letter of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant Transmittal before instructing us to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800)exchange your Old Capital Securities.

Notice of Guaranteed Delivery. If a Rights Offeree wishes Complete this area if you are not delivering your stock certificate(s) with the Election Form/Letter of Transmittal and will be completing the enclosed Notice of Guaranteed Delivery. Stockholders whose certificate(s) for shares of Caesars common stock are not immediately available or who cannot deliver their certificate(s) for shares of Caesars common stock to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent The Bank of New York on or prior to the Expiration DateElection Deadline or for Book-Entry Confirmation may make an effective election to receive the stock consideration for their Caesars common stock by properly completing and duly executing the enclosed Notice of Guaranteed Delivery. Pursuant to this procedure, such Rights may nevertheless (i) the election must be exercised if all made by or through an eligible institution, (ii) a properly completed and duly executed Notice of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to must be received by the Subscription Agent The Bank of New York on or prior to the Expiration Date; Election Deadline, and (biii) the Subscription Agent receivescertificate(s) evidencing all physically surrendered shares of Caesars common stock or Book-Entry Confirmations, on as the case may be, together with a properly completed and duly executed Election Form/Letter of Transmittal (or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"manually signed facsimile thereof), substantially together with any required signature guarantees, or an Agent’s Message in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address case of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Overa book-Subscription Rightentry transfer, and guaranteeing the delivery to the Subscription Agent any other documents required by this Election Form/Letter of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m.Transmittal, must be received by The Bank of New York City time, on within three New York Stock Exchange trading days after the date three (3) business days following the date of execution of the Notice of Guaranteed Delivery; and (c) . Please read the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the enclosed Notice of Guaranteed Delivery relating theretofor more information. FAILURE TO COMPLETE, SIGN AND RETURN THE SUBSTITUTE FORM W-9 INCLUDED WITH THE ELECTION FORM/LETTER OF TRANSMITTAL OR AN IRS FORM W-8BEN MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. DELIVERY INSTRUCTIONS The Notice Bank of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth aboveNew York For information (toll free): (000) 000-0000 By Mail: By Overnight Courier: By Hand: The Bank of New York Caesars Exchange P.O. Box 859208 Braintree, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimileMA 02185-9208 The Bank of New York Caesars Exchange 100 Xxx Xxxxxx Xxxx Xxxxxxxxx, XX 00000 The Bank of New York Reorganization Services 100 Xxxxxxx Xxxxxx Receive and Deliver Window, 1-X Xxx Xxxx, XX 00000 By Facsimile Transmission: (303For Eligible Institutions Only) 282(000) 000-58000000 To Confirm Facsimile Only: (000) 000-0000, Ext. 200 18 TO BE COMPLETED BY ALL CAESARS STOCKHOLDERS SEE GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION PAYER’S NAME: THE BANK OF NEW YORK SUBSTITUTE Part 1 — PLEASE PROVIDE YOUR TIN IN Social Security Number OR FORM W-9 THE BOX AT RIGHT AND CERTIFY BY Employer Identification Number SIGNING AND DATING BELOW. Department of the Treasury Internal Revenue Part 2 — Certification Under Penalties of Perjury, I certify that: Part 3 — Awaiting TIN o Service (1) The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me).. Payer’s Request for (2) I am not subject to backup withholding because: Taxpayer (a) I am exempt from backup withholding; Identification Number (TIN) and Certification (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends; or

Notice of Guaranteed Delivery. If a Rights Offeree wishes Stockholder desires to exercise Rightstender Shares pursuant to the Offer, but time will and such Stockholder's certificates are not permit immediately available, or such Rights Offeree to cause the Rights Certificate evidencing Stockholder cannot deliver such Rights Shares and all other required documents to reach the Subscription Agent Depository on or prior to the Expiration Date, or such Rights Stockholder cannot complete the procedure for book-entry transfer on a timely basis, such Shares may nevertheless be exercised tendered if all of the following conditions are met (satisfied: - the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred being subscribed for pursuant to the Basic Subscription Right tender is made by or through an Eligible Institution; - a properly completed and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "duly executed Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documentsby Purchaser, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held is received by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant Depository prior to the Basic Subscription Right Expiration Date as provided below; and - the number certificates for such Shares (or a confirmation of shares a book-entry transfer of Series B Preferredsuch Shares into the Depository's account at DTC), if anytogether with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) or, being subscribed for pursuant to in the Overcase of book-Subscription Rightentry, an Agent's Message, with any required signature guarantees and guaranteeing any other documents required by the delivery to Letter of Transmittal, are received by the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on Depository within three trading days after the date three (3) business days following the date of execution of the Notice of Guaranteed Delivery; and (c) . A "trading day" is any day on which the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating theretoNYSE is open for business. The Notice of Guaranteed Delivery way may be delivered by hand, or transmitted by facsimile transmission, or mailed to the Subscription Agent Depository and must include a guarantee by an Eligible Institution in the same manner form set forth in the Notice of Guaranteed Delivery. (d) General Timixx. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING THROUGH DTC, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Under the United States federal income tax laws, the Depository will be required to withhold 31% of the amount of any payments made to certain Stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering Stockholder must provide the Depository with such Stockholder's correct taxpayer identification number and certify that such Stockholder is not subject to backup United States federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal (see Instruction 10 of the Letter of Transmittal) or by filing a Form W-9 with the Depository prior to any such payments. If the Stockholder is a nonresident alien or foreign entity not subject to backup withholding, the Stockholder must give the Depository a completed Form W-8 Certificate of Foreign Status prior to receipt of any payments. By executing a Letter of Transmittal as Rights Certificates at the addresses set forth above, a tendering Stockholder irrevocably appoints designees of Purchaser as the Stockholder's attorneys in fact and proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such Stockholder's rights with respect to the Shares tendered by the Stockholder and accepted for payment by Purchaser (and any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement). All such proxies and powers of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective only upon acceptance for payment of the Shares by Purchaser. Upon such acceptance for payment, all prior proxies and consents granted by such Stockholder with respect to such Shares and other securities will, without further action, be revoked, and no subsequent proxies or powers of attorney may be transmitted given nor any subsequent written consent executed by such Stocxxxxxxx (xxd, if given or executed, will be deemed to be ineffective). The designees of Purchaser will be empowered to exercise all voting and other rights of such Stockholder as they, in their sole discretion, may deem proper at any annual, special or adjourned meeting of the Stockholders, by written consent or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser is able to exercise full voting and other rights with respect to such Shares (including voting at any meeting of Stockholders then scheduled or acting by written consent without a meeting). 34 37 A tender of Shares pursuant to any one of the procedures described above will constitute the tendering Stockholder's acceptance of the terms and conditions of the Offer, as well as the tendering Stockholder's representation and warranty that such Stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to the Subscription Offer will constitute a binding agreement between the tendering Stockholder and Purchaser upon the terms and subject to the conditions of the Offer. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tendered Shares will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. Purchaser reserves the absolute right to reject any or all tenders of Shares determined by it not to be in proper form or the acceptance for payment of, or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in any tender of Shares. No tender of Shares will be deemed to have been properly made until all defects and irregularities relating thereto have been cured or waived. Purchaser's interpretation of the terms and conditions of the Offer in this regard will be final and binding. None of Purchaser, Parent, the Depository, the Dealer Manager, the Information Agent by telegram or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. 4. Withdrawal Rights. Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after May 14, 1999, unless theretofore accepted for payment as provided in this Offer to Purchase. For a withdrawal to be effective, a written, telegraphic, or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares tendered and the number of Shares to be withdrawn, and the name of the registered holder, if different from that of the person who tendered such Shares. If Certificates representing Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (facsimile: except in the case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the physical release of such certificates. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (303if different from that of the tendering holder) 282and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn, or, in the case of Shares tendered by book-5800entry transfer, the name and number of the account at DTC to be credited with the withdrawn securities, in which case a notice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in the first sentence of this paragraph. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in "--Section 3. Procedures for Tendering Shares" at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding. None of Purchaser, Parent, the Depository, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. 5. Certain United States Federal Income Tax Consequences. The following summary addresses the material United States federal income tax consequences to Stockholders who exchange their Shares for cash in the Offer. The summary does not address all aspects of United States federal income taxation that may be relevant to particular Stockholders in light of their personal circumstances or to holders subject to special treatment under the Internal Revenue Code of 1986, as amended (the "Code") (including, without limitation, financial institutions, broker-dealers, insurance companies, tax-exempt organizations, holders who received their Shares through the exercise of Options or otherwise as compensation, holders who are not citizens or residents of the United States and holders who hold their Shares as part of a hedge, straddle or conversion transaction), nor does this summary address the effect of any foreign, state, local or other tax laws or any United States federal laws not pertaining to income tax. The discussion assumes that each holder of Shares holds such Shares as a capital asset within the meaning of Section 1221 of the Code. The receipt of cash for Shares pursuant to the Offer will be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign tax laws. In general, a Stockholder who receives cash for Shares pursuant to the Offer will recognize gain or loss for United States federal income tax purposes equal to the difference between the amount of cash received in exchange for the Shares and such Stockholder's adjusted tax basis in such Shares. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the Stockholder has held the Shares for more than one year. The maximum regular United States federal income tax rate applicable to capital gains recognized by an individual is 20% if the individual has held the Shares for more than 12 months. The maximum United 35 38 States federal income tax rate applicable to all capital gains recognized by a corporation is 35%. Certain limitations exist on the deductibility of capital losses by corporate and individual taxpayers. THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND IS BASED UPON PRESENT LAW. STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE OFFER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS, INCLUDING THE UNITED STATES FEDERAL ALTERNATIVE MINIMUM TAX. 6.

Notice of Guaranteed Delivery. If a Rights Offeree wishes to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred Unit being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred Units being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B PreferredUnits, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way may be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800__________).

Notice of Guaranteed Delivery. If YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 14, 1998, UNLESS EXTENDED. PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OLD CAPITAL SECURITIES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE. In all cases, exchanges of Old Capital Securities accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (a) certificates representing such Old Capital Securities, or a Rights Offeree wishes Book-Entry Confirmation (as defined in the Prospectus), as the case may be, (b) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or an Agent's Message (as defined in the Prospectus), and (c) any other required documents. [Continued on Reverse] Holders who wish to exercise Rightstender their Old Capital Securities and (i) whose Old Capital Securities are not immediately available or (ii) who cannot deliver their Old Capital Securities, but time will not permit such Rights Offeree the Letter of Transmittal or an Agent's Message and any other documents required by the Letter of Transmittal to cause the Rights Certificate evidencing such Rights to reach the Subscription Exchange Agent on or prior to the Expiration DateDate must tender their Old Capital Securities according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer -- Procedure for Tendering Old Capital Securities" in the Prospectus. The Exchange Offer is not being made to, such Rights may nevertheless nor will tenders be exercised if all accepted from or on behalf of, holders of Old Capital Securities residing in any jurisdiction in which the making of the following conditions are met Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. Neither the Company nor the Issuer Trust will make any payments to brokers, dealers or other persons for soliciting acceptances of the Exchange Offer. The Company will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and Letter of Transmittal may be directed to the Exchange Agent at its address set forth in the Prospectus or at 0-000-000-0000. Very truly yours, FCB/SC CAPITAL TRUST I NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE ISSUER TRUST OR ANY AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. FCB/SC CAPITAL TRUST I OFFER TO EXCHANGE ITS NEWLY ISSUED 8.25% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OF ITS OUTSTANDING 8.25% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) PURSUANT TO THE PROSPECTUS DATED SEPTEMBER 14, 1998 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 14, 1998, UNLESS THE OFFER IS EXTENDED. TO OUR CLIENTS: Enclosed for your consideration is a Prospectus dated September 14, 1998 (the "Guaranteed Delivery ProceduresProspectus"): ) and a Letter of Transmittal (awhich together constitute the "Exchange Offer") such Rights Offeree has caused payment in full relating to the offer by First Citizens Bancorporation of South Carolina, Inc., a South Carolina corporation (the "Company"), and FCB/SC Capital Trust I, a Delaware business trust (the "Issuer Trust"), to exchange up to $50,000,000 aggregate liquidation amount of newly issued 8.25% Capital Securities of the Subscription Price Issuer Trust (the "New Capital Securities") for each share a like liquidation amount of Series B Preferred the Issuer Trust's outstanding 8.25% Capital Securities (the "Old Capital Securities"). As set forth in the Prospectus, the terms of the New Capital Securities are identical in all material respects to the Old Capital Securities, except that the New Capital Securities have been registered under the Securities Act of 1933, as amended, and therefore will not be subject to certain restrictions on their transfer and will not provide for any increase in interest rate paid thereon, subject to certain exceptions. Old Capital Securities may be tendered for exchange in whole or in part in a liquidation amount of $100,000 (100 Old Capital Securities) or any integral multiple of $1,000 in excess thereof. The enclosed material is being subscribed forwarded to you as the beneficial owner of Old Capital Securities held by us for your account or benefit but not registered in your name. An exchange of any Old Capital Securities may only be made by us as the registered Holder pursuant to your instructions. Therefore, the Company and the Issuer Trust urge beneficial owners of Old Capital Securities registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such Holder promptly if they wish to exchange Old Capital Securities in the Exchange Offer. Accordingly, we request instructions as to whether you wish us to exchange any or all such Old Capital Securities held by us for your account or benefit, pursuant to the Basic Subscription Right terms and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially conditions set forth in the form provided with Prospectus and Letter of Transmittal. We urge you to read carefully the Subscription Documents, from an Eligible Institution, stating the name Prospectus and address Letter of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant Transmittal before instructing us to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800)exchange your Old Capital Securities.

Notice of Guaranteed Delivery. If a Rights Offeree wishes Complete this area if you are not delivering your stock certificate(s) with the Election Form/Letter of Transmittal and will be completing the enclosed Notice of Guaranteed Delivery. Shareholders whose certificate(s) for shares of SPS common stock are not immediately available or who cannot deliver their certificate(s) for shares of SPS common stock to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent The Bank of New York on or prior to the Expiration DateElection Deadline or for Book-Entry Confirmation may make an effective election for their SPS common stock by properly completing and duly executing the enclosed Notice of Guaranteed Delivery. Pursuant to this procedure, such Rights may nevertheless (i) the election must be exercised if all made by or through an eligible institution, (ii) a properly completed and duly executed Notice of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to must be received by the Subscription Agent The Bank of New York on or prior to the Expiration Date; Election Deadline, and (biii) the Subscription Agent receivescertificate(s) evidencing all physically surrendered shares of SPS common stock or Book-Entry Confirmations, on as the case may be, together with a properly completed and duly executed Election Form/Letter of Transmittal (or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"manually signed facsimile thereof), substantially together with any required signature guarantees, or an Agent's Message in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address case of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Overa book-Subscription Rightentry transfer, and guaranteeing the delivery to the Subscription Agent any other documents required by this Election Form/Letter of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m.Transmittal, must be received by The Bank of New York City time, on within three New York Stock Exchange trading days after the date three (3) business days following the date of execution of the Notice of Guaranteed Delivery; and (c) . Please read the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the enclosed Notice of Guaranteed Delivery relating theretofor more information. DELIVERY INSTRUCTIONS The Bank of New York For information (toll free): (000) 000-0000 By Mail: By Overnight Courier: By Hand: The Bank of New York SPS Technologies Exchange P.O. Box 859208 Braintree, MA 02185-9208 The Bank of New York SPS Technologies Exchange 000 Xxx Xxxxxx Xxxx Xxxxxxxxx, XX 00000 The Bank of New York Reorganization Services 000 Xxxxxxx Xxxxxx Receive and Deliver Window, 0-X Xxx Xxxx, XX 00000 By Facsimile Transmission: (For Eligible Institutions Only) (000) 000-0000 To Confirm Facsimile Only: (000) 000-0000, Ext. 200 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The Notice table below will help determine the number to give the payer. For this type of Guaranteed Delivery way be delivered to account: Give the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800).name and SOCIAL SECURITY number of—