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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
TO TENDER TO
VOICESTREAM WIRELESS CORPORATION
11 5/8% SENIOR NOTES DUE 2006
AND
11 5/8% SERIES A NOTES DUE 2006
OF
OMNIPOINT CORPORATION
IN EXCHANGE FOR
10 3/8% SENIOR NOTES DUE 2009
OF
VOICESTREAM WIRELESS CORPORATION
PURSUANT TO THE PROSPECTUS
DATED JUNE 14, 2000
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to tender the 11 5/8% Senior Notes due 2006 and 11 5/8%
Series A Notes due 2006 of Omnipoint Corporation (collectively, the "Notes")
pursuant to the Offers (as defined below) of VoiceStream Wireless Corporation
(the "Offeror") if after the applicable Consent Date (as defined in the
Prospectus) and prior to the Expiration Date (as defined in the Prospectus) (i)
certificates representing Notes are not lost but are not immediately available,
(ii) time will not permit the Consent and Letter of Transmittal, certificates
representing Notes and all other required documents to reach The Bank of New
York, as exchange agent (the "Exchange Agent") on or prior to the Expiration
Date, or (iii) the procedures for book-entry transfer cannot be completed on or
prior to the Expiration Date, the Holders may effect a tender of Notes in
accordance with the guaranteed delivery procedures set forth in the Prospectus
under the caption "Procedures for Tendering Notes and Delivering Consents,
Guaranteed Delivery." This Notice of Guaranteed Delivery may be delivered by
mail or transmitted by telegram or facsimile transmission to the Exchange Agent.
HOLDERS SHOULD NOTE THAT USE OF THIS NOTICE OF GUARANTEED DELIVERY IS NOT
AVAILABLE UNTIL AFTER THE CONSENT DATE AND THAT TENDERS PURSUANT TO GUARANTEED
DELIVERY PROCEDURES WILL NOT BE ACCEPTED PRIOR TO THAT TIME TO ENTITLE A HOLDER
TO RECEIVE THE CONSENT PAYMENT. All terms used but not defined herein shall have
the meanings assigned to such terms in the Prospectus.
The Exchange Agent for the Offers and Solicitations is:
THE BANK OF NEW YORK, EXCHANGE AGENT
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By Registered or By Hand or Facsimile Transmission
Certified Mail: Overnight Delivery: Number:
THE BANK OF NEW YORK THE BANK OF NEW YORK (For Eligible Institutions
101 Barclay Street 101 Barclay Street Only)
Reorg. Dep.-7 East Reorg. Dep.-7 East (212) 815-6339
New York, NY 10286 New York, NY 10286 Confirm Receipt of Facsimile by
Attn: Carolle Montreuil Attn: Carolle Montreuil Telephone:
(212) 815-5920
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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 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 a
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:
By execution hereof, the undersigned acknowledges receipt of the Prospectus
(as amended or supplemented from time to time, the "Prospectus") of VoiceStream
Wireless Corporation, a Delaware corporation (the "Offeror") relating to 10 3/8%
Senior Notes due 2009 of VoiceStream Wireless Corporation to be offered in
exchange for 11 5/8% Senior Notes due 2006 and 11 5/8% Series A Notes due 2006
of Omnipoint Corporation (collectively, the "Notes"), and the accompanying
Consent and Letter of Transmittal and instructions thereto (the "Consent and
Letter of Transmittal" and, together with the Prospectus, the "Offer
Documents"), which together constitute (i) the Offeror's offers (the "Offers")
to exchange for notes of the Offeror any and all of the Notes, upon the terms
and subject to the conditions set forth in the Prospectus, and (ii) the
Offeror's solicitations (the "Solicitations") of consents (the "Consents") from
registered holders of Notes to certain proposed amendments (the "Proposed
Amendments"), as described in the Prospectus, to the respective Indentures
governing such Notes.
Upon the terms and subject to the conditions of the applicable Offers the
undersigned hereby tenders to the Offeror the principal amount at maturity of
Notes indicated below pursuant to the guaranteed delivery procedures described
in the Offer Documents.
In the event of a termination of an Offer, the Notes tendered pursuant to
such Offer will be returned to the tendering Holders promptly (or, in the case
of Notes tendered by book-entry transfer, such Notes will be credited to the
account maintained at DTC from which such Notes were delivered). If the Offeror
makes a material change in the terms of an Offer, the Offeror will disseminate
additional material in respect of such Offer and will extend such Offer, in each
case to the extent required by law. If the applicable Solicitation is amended
prior to the applicable Consent Date in a manner determined by the Offeror to
constitute a material adverse change to the Holders, the Offeror promptly will
disclose such amendment and, if necessary, extend such Solicitation for a period
deemed by it to be adequate to permit Holders to revoke their Consents and
withdraw their Notes.
All authority 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 the Consent and Letter of Transmittal
shall be binding upon the undersigned's heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives.
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PLEASE SIGN AND COMPLETE
This Notice of Guaranteed Delivery may only be used to tender Notes after
the applicable Consent Date. This Notice of Guaranteed Delivery must be signed
by the registered Holder(s) of Notes exactly as their name(s) appear(s) on
certificate(s) for Notes or, if tendered by a participant in the Book-Entry
Transfer Facility, exactly as such participant's name appears on a security
position listing as the owner of Notes, or by person(s) authorized to become
registered Holders(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 set forth his or her name, address and
full title as indicated below and submit evidence satisfactory to the Offeror of
such person's authority so to act.
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Aggregate Principal Amount at Maturity of Name(s) of Holder(s)
Notes Tendered and for which Consents are
given:
Certificate No(s). (if available): Address(es) of Holder(s):
CUSIP No.:
ZIP CODE
Window Ticket No. (if any): Area Code and Tel. No.:
Check box if Notes will be tendered by book- Name(s) of Authorized Signatory:
entry transfer:
[ ] The Depository Trust Company Full Title:
Account Number: Address(es) of Authorized Signatory:
Transaction Code Number: Area Code and Tel. No.:
Dated: Signature(s) of Registered Holder of
Authorized Signatory:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a participant in the Securities Transfer Agents
Medallion Program or the Stock Exchange Medallion Program (an "Eligible
Institution"), hereby guarantees to deliver to the Exchange Agent either the
certificates representing the Notes tendered hereby, in proper form for
transfer, or a Book-Entry Confirmation (as defined in the Offer Documents) of a
transfer of such Notes, in any such case together with a properly completed and
duly executed Consent and Letter of Transmittal, or a manually signed facsimile
thereof, with any required signature guarantees, and any other documents
required by the Consent and Letter of Transmittal within three New York Stock
Exchange trading days after the date hereof.
The Eligible Institution that completes this form must communicate the
Guarantee to the Exchange Agent and must deliver the Consent and Letter of
Transmittal and certificates for the Notes to the Exchange Agent within the time
period shown herein. Failure to do so could result in financial loss to such
Eligible Institution.
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Name of Firm:
(AUTHORIZED SIGNATURE)
Address: Title:
Date:
(ZIP CODE)
Area Code and Tel. No.:
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NOTE: DO NOT SEND NOTES WITH THIS NOTICE. NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH PROPERLY COMPLETED AND DULY EXECUTED CONSENT AND
LETTER OF TRANSMITTAL.
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