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Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
for
Tender of all Outstanding
12-1/2% Senior Notes Due 2008
in Exchange for
12-1/2% Senior Exchange Notes Due 2008
and
12-3/4% Senior Notes Due 2010
in Exchange for
12-3/4% Senior Exchange Notes Due 2010
and
14-3/4% Senior Discount Notes Due 2010
in Exchange for
14-3/4% Senior Discount Exchange Notes Due 2010
and
14-3/4% Senior Subordinated Deferred Interest Notes Due 2007
in Exchange for
a Combination of
12-3/4% Senior Exchange Notes Due 2010 and 14-3/4% Senior Discount Exchange
Notes Due 2010
of
Winstar Communications, Inc.
Registered holders of outstanding (i) 12-1/2% Senior Notes Due 2008
("2008 Senior Notes"), (ii) 12-3/4% Senior Notes Due 2010 ("2010 Senior Notes")
and (iii) 14-3/4% Senior Discount Notes Due 2010 ("Senior Discount Notes") of
Winstar Communications, Inc. ("Company") who wish to tender their notes in
exchange for a like principal amount of (i) 12-1/2% Senior Exchange Notes Due
2008 ("2008 Senior Exchange Notes"), (ii) 12-3/4% Senior Exchange Notes Due 2010
("2010 Senior Exchange Notes") and (iii) 14-3/4% Senior Discount Exchange Notes
Due 2010 ("Senior Discount Exchange Notes" and, together with the 2008 Senior
Exchange Notes and 2010 Senior Exchange Notes, the "Exchange Notes") of the
Company, and registered holders of outstanding 14-1/4% Senior Subordinated
Deferred Interest Notes Due 2007 ("Deferred Interest Notes", and together with
the 2008 Senior Notes, 2010 Senior Notes and Senior Discount Notes, the
"Outstanding Notes") who wish to tender their Deferred Interest Notes in
exchange for a combination of 2010 Senior Exchange Notes and Senior Discount
Exchange Notes*, in each case, whose Outstanding Notes are not immediately
available or who cannot deliver their Outstanding Notes and Letter of
Transmittal (and any other documents required by the Letter of Transmittal) to
United States Trust Company of New York (the "Exchange Agent") prior to the
Expiration Date, may use this Notice of Guaranteed Delivery or one substantially
equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand
or sent by facsimile transmission (receipt confirmed by telephone and an
original delivered by guaranteed overnight delivery) or mail to the Exchange
Agent. See "The Exchange Offer-Procedures for tendering" in the prospectus.
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*Holders of Deferred Interest Notes who elect to exchange such notes for 2010
Senior Exchange Notes and Senior Discount Exchange Notes will receive, for each
$1,000 principal amount of Deferred Interest Notes, $1,545.91 principal amount
of 2010 Senior Exchange Notes and $1,545.91 principal amount at issuance of
Senior Discount Exchange Notes.
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The Exchange Agent for the Exchange Offer is:
UNITED STATES TRUST COMPANY OF NEW YORK
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By Registered or By Overnight Courier and By Hand Delivery to 4:30 p.m.: By Facsimile:
Certified Mail: By Hand Delivery after (for eligible institutions only)
4:30 p.m. on Expiration Date:
United States Trust United States Trust United States Trust Fax No. (212) 422-0183 or
Company of New York Company of New York Company of New York (646) 458-8104
P.O. Box 112 30 Broad Street, 14th Floor 30 Broad Street, B-Level
Bowling Green Station New York, NY 10004-2304 New York, NY 10004-2304 Confirm by telephone:
New York, NY 10274-0112 Attn: Corporate Trust Attn: Corporate Trust Services Telephone No. (800) 543-6565
Operations Department
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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 a facsimile transmission to a
number 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, such signature guarantee must appear in the applicable
space provided on the Letter of Transmittal fo Guarantee of Signatures.
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Ladies & Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Exchange Offer and the Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Outstanding Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus.
The undersigned understands that tenders of Outstanding Notes will be
accepted only in principal amounts (at maturity in the case of Senior Discount
Notes) equa to $1,000 or integral multiples thereof. The undersigned understands
that tenders of Outstanding Notes pursuant to the Exchange Offer may not be
withdrawn after 5:00 p.m., New York City time on the Expiration Date. Tenders of
Outstanding Notes may also be withdrawn if the Exchange Offer is terminated
without any such Outstanding Notes being purchased thereunder or as otherwise
provided in the Prospectus.
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.
PLEASE SIGN AND COMPLETE
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Signature(s) of Registered Owner(s) or Name(s) of Registered Holder(s)
Authorized
Signatory:
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Principal Amount (at maturity in the case of
Senior Discount Notes) of Outstanding Notes
Tendered: Address:
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Area Code and Telephone No.:
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Certificate No(s). of Outstanding Notes (if
available):
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Date:
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Outstanding Notes exactly as its (their) name(s) appear on the
Outstanding Notes or on a security position listing as the owner of Outstanding
Notes, 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, 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):
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Capacity:
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Address(es):
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Do not send Outstanding Notes with this form. Outstanding Notes should be sent
to the Exchange Agent together with a properly completed and duly executed
Letter of Transmittal.
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 an "eligible guarantor institution" as defined by Rule 17Ad-15
under the Exchange Act, hereby (a) represents that each holder of Outstanding
Note on whose behalf this tender is being made "own(s)" the Outstanding Notes
covered hereby within the meaning of Rule 14e-4 under the Securities Exchange
Act of 1934, as amended, (b) represents that such tender of Outstanding Notes
complies with such Rule 14e-4, and (c) guarantees that, within three New York
Stock Exchange trading days from the date of this Notice of Guaranteed Delivery,
a properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), together with certificates representing the Outstanding Notes covered
hereby in proper form for transfer and required documents will be deposited by
the undersigned with the Exchange Agent.
The undersigned acknowledges that it must deliver the Letter of
Transmittal and Outstanding Notes tendered hereby to the Exchange Agent within
the time set forth above and that failure to do so could result in financial
loss to the undersigned.
Authorized Signature
Name of Firm:
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Address:
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Name:
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Area Code and Telephone No.: Title:
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Date:
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