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Notice of Guaranteed Delivery
to
Tender and Consent to Certain Amendments to the Certificate of Designation
with respect to
PEGASUS COMMUNICATIONS CORPORATION
(to be renamed Pegasus Satellite Communications, Inc.)
Offer to Exchange
its 12 3/4% Series A Cumulative Exchangeable Preferred Stock
for any and all
(but not less than a majority) of the
12 3/4% Series A Cumulative Exchangeable Preferred Stock,
when issued, of our new holding company
(to be renamed Pegasus Communications Corporation)
and Solicitation of Consents
CUSIP No. 705904209
Pursuant to the Offering Memorandum
dated December 19, 2000
This Notice of Guaranteed Delivery or a form substantially equivalent
hereto must be used to accept the Exchange Offer and simultaneously to consent
to the proposed amendments (the "Proposed Amendments") to the Certificate of
Designation pursuant to which the Pegasus Communications Corporation 12 3/4%
Series A Cummulative Exchangeable Preferred Stock (the "Pegasus Communications
Preferred Stock") was issued if (a) certificates representing the Pegasus
Communications Preferred Stock are not immediately available or (b) time will
not permit the Pegasus Communications Preferred Stock and all other required
documents to reach the exchange agent on or prior to the Consent Expiration Date
and Exchange Offer Expiration Date (each as defined below), as the case may be.
This form may be delivered by an Eligible Institution by mail or hand delivery
or transmitted, via facsimile to the exchange agent as set forth below. All
capitalized terms used herein but not defined herein shall have the meanings
ascribed to them in the Offering Memorandum dated December 19, 2000 (as the same
may be amended or supplemented from time to time, the "Offering Memorandum") of
Pegasus Communications Corporation.
The Exchange Offer and the Consent Solicitation are not being made to (nor
will the surrender of Pegasus Communications Preferred Stock be accepted from
or on behalf of) holders of Pegasus Communications Preferred Stock in any
jurisdiction in which the making or acceptance of the Exchange Offer or the
Consent Solicitation would not be in compliance with the laws of such
jurisdiction.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 18,
2001, UNLESS FURTHER EXTENDED (THE "EXCHANGE OFFER EXPIRATION DATE"). HOLDERS OF
PEGASUS COMMUNICATIONS PREFERRED STOCK (AS DEFINED HEREIN) MUST TENDER THEIR
PEGASUS COMMUNICATIONS PREFERRED STOCK AND PROVIDE THEIR CONSENTS (AS DEFINED
HEREIN) TO THE PROPOSED AMENDMENTS TO THE PEGASUS COMMUNICATIONS CORPORATION
PREFERRED STOCK CERTIFICATE OF DESIGNATION (AS DEFINED HEREIN) PRIOR TO THE
EXCHANGE OFFER EXPIRATION DATE IN ORDER TO RECEIVE PEGASUS SATELLITE PREFERRED
STOCK (AS DEFINED HEREIN). THE CONSENT EXPIRATION DATE IS JANUARY 18, 2001, IF
ON SUCH DATE THE EXCHANGE AGENT HAS RECEIVED DULY EXECUTED AND UNREVOKED
CONSENTS TO THE PROPOSED AMENDMENTS FROM HOLDERS REPRESENTING A MAJORITY OF THE
OUTSTANDING SHARES OF SUCH PREFERRED STOCK (THE "REQUISITE CONSENTS"), OR SUCH
LATER DATE THAT THE EXCHANGE AGENT SHALL HAVE FIRST RECEIVED THE REQUISITE
CONSENTS. CONSENTS MAY BE REVOKED AND TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR
TO THE CONSENT EXPIRATION DATE, BUT NOT THEREAFTER (EXCEPT UNDER CERTAIN LIMITED
CIRCUMSTANCES DESCRIBED MORE FULLY HEREIN). THE CONSUMMATION OF THE EXCHANGE
OFFER AND THE CONSENT SOLICITATION IS CONDITIONED UPON SATISFACTION OF, AMONG
OTHER THINGS, THE MINIMUM TENDER CONDITION AND THE REQUISITE CONSENT CONDITION.
THESE CONDITIONS ARE DESCRIBED IN THE OFFERING MEMORANDUM.
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The exchange agent for the Exchange Offer and the Consent Solicitation is:
First Union National Bank
By Registered or Certified Mail: By Hand or Overnight Courier:
First Union National Bank First Union National Bank
1525 West W.T. Harris Blvd., 3C3 1525 West W.T. Harris Blvd., 3C3
Charlotte, NC 28288 Charlotte, NC 28262
Attention: Michael Klotz Attention: Michael Klotz
Telephone: (704) 590-7408 Telephone: (704) 590-7408
By Facsimile: To Confirm Receipt:
(704) 590-7628 (704) 590-7408
Delivery of this Notice of Guaranteed Delivery to an address, or
transmission via facsimile, other than as set forth above, will not constitute
a valid delivery.
This form is not to be used to guarantee signatures. If a signature on the
Consent and 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 Consent and
Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tender(s) and delivers to Pegasus Communications
Corporation consents with respect to, upon the terms and subject to the
conditions set forth in the Offering Memorandum, receipt of which is hereby
acknowledged, the number of shares of Pegasus Communications Preferred Stock
set forth below, pursuant to the guaranteed delivery procedures set forth in
the Offering Memorandum under the heading The Exchange Offer and Consent
Solicitation--Procedures for Tendering and Consenting and --Guaranteed Delivery
Procedures.
The undersigned understands that holders of Pegasus Communications
Preferred Stock who tender Pegasus Communications Preferred Stock are obligated
to consent to the Proposed Amendments as described in the Offering Memorandum
under the caption Proposed Amendments to the Pegasus Communications Preferred
Stock Certificate of Designation and Exchange Notes Indenture, and,
accordingly, the undersigned hereby consents to the Proposed Amendments and
acknowledges that tendering such Pegasus Communications Preferred Stock in
accordance with the Exchange Offer constitutes a consent with respect to such
Pegasus Communications Preferred Stock.
Subject to and effective upon acceptance for purchase of the Pegasus
Communications Preferred Stock tendered herewith, the undersigned hereby sells,
assigns and transfers to or upon the order of Pegasus Communications
Corporation all right, title and interest in and to, and any and all claims in
respect of or arising or having arisen as a result of the undersigned's status
as a holder of, all Pegasus Communications Preferred Stock tendered hereby. The
undersigned authorizes the exchange agent to deliver this Notice of Guaranteed
Delivery to Pegasus Communications Corporation and the exchange agent as
evidence of the undersigned's Consent to the Proposed Amendments with respect
to the Pegasus Communications Preferred Stock Certificate of Designation and as
certification that the requisite consents (as defined in the Offering
Memorandum) to the Proposed Amendments have been received. In the event of a
termination of the Exchange Offer, the Pegasus Communications Preferred Stock
tendered pursuant thereto will be returned to the tendering holder promptly.
The undersigned hereby represents and warrants that the undersigned
accepts the terms and conditions of the Offering Memorandum and the Consent and
Letter of Transmittal, has full power and authority to tender sell, assign and
transfer the Pegasus Communications Preferred Stock tendered hereby and that
Pegasus Communications Corporation will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claim. The undersigned will, upon request,
execute and deliver any additional documents deemed by the exchange agent or
Pegasus Communications Corporation to be necessary or desirable to complete the
sale, assignment and transfer of the Pegasus Communications Preferred Stock
tendered.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Notice of Guaranteed
Delivery shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
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PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) Address(es): ------------------------
or Authorized Signatory:
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Name(s) of Registered Holder(s): Area Code and Telephone No.:
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Number of Shares of Pegasus Communications
Preferred Stock Tendered and as to
which Consents are given
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If Pegasus Communications Preferred
Stock will be delivered by a book-entry
transfer, check trust company:
Certificate No.(s) of Pegasus Communications
Preferred Stock (if available):
/ / The Depository Trust Company
------------------------------------ Transaction Code No.:
-------------------
------------------------------------ Depository Account No.:
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HOLDERS WHO TENDER PEGASUS COMMUNICATIONS PREFERRED STOCK ARE OBLIGATED TO
CONSENT TO THE PROPOSED AMENDMENTS. DELIVERY OF PEGASUS COMMUNICATIONS
PREFERRED STOCK PURSUANT TO THIS NOTICE OF THE GUARANTEED DELIVERY WILL BE
DEEMED TO CONSTITUTE A CONSENT TO THE PROPOSED AMENDMENTS.
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Pegasus Communications Preferred Stock exactly as their name(s)
appear(s) on the Pegasus Communications Preferred Stock or by person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, guardian, attorney-in-fact, officer of a corporation, executor,
administrator, agent or other representative, such person must provide the
following information:
Please print name(s) and address(es)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE (Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial
bank or trust company having an office or a correspondent in the United States
or another "Eligible Guarantor Institution" as defined in rule 17Ad-15 under
the Securities Act of 1934, as amended, hereby guarantees that, within two
business days from the date of this Notice of Guaranteed Delivery, a properly
completed and validly executed Consent and Letter of Transmittal (or a
facsimile thereof), together with Pegasus Communications Preferred Stock
tendered hereby in proper form for transfer (or confirmation of the book-entry
transfer of such Pegasus Communications Preferred Stock into the exchange
agent's account at a Book-Entry Transfer Facility, pursuant to the procedures
for book-entry transfer set forth in the Offering Memorandum under the caption
The Exchange Offer and Consent Solicitation--Procedures for Tendering and
Consenting and --Guaranteed Delivery Procedures) and all other required
documents will be deposited by the undersigned with the exchange agent at one
of its addresses set forth above.
Name of Firm:
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Authorized Signature
Address: Name:
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Title:
------------------------------------ ------------------------------
Area Code and
Telephone No: Date:
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DO NOT SEND PEGASUS COMMUNICATIONS PREFERRED STOCK WITH THIS FORM. ACTUAL
SURRENDER OF PEGASUS COMMUNICATIONS PREFERRED STOCK MUST BE MADE PURSUANT TO,
AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND VALIDLY EXECUTED CONSENT AND
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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