Exhibit 99.02
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
10 1/4% SENIOR NOTES DUE 2009
OF
SBA COMMUNICATIONS CORPORATION
This notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) 10 1/4% senior notes due 2009
(the "Old Notes") are not immediately available, (ii) the Old Notes, the Letter
of Transmittal and all other required documents cannot be delivered to State
Street Bank and Trust Company (the "Exchange Agent") on or prior to the
expiration date (as defined in the Prospectus referred to below) or (iii) the
procedures for delivery by book-entry transfer cannot be completed on a timely
basis. This notice of guaranteed delivery may be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange
Agent. See "The Exchange Offer -- Procedures For Tendering Old Notes" in the
Prospectus.
THE EXCHANGE AGENT:
STATE STREET BANK AND TRUST COMPANY
BY REGISTERED OR CERTIFIED MAIL, OVERNIGHT COURIER OR HAND DELIVERY:
STATE STREET BANK AND TRUST COMPANY
2 AVENUE DE LAFAYETTE
BOSTON, MA 02111
ATTN: CORPORATE TRUST DEPARTMENT
FACSIMILE TRANSMISSIONS TO CONFIRM BY TELEPHONE
(ELIGIBLE INSTITUTIONS ONLY): OR FOR INFORMATION CALL:
( )_____________ ( )_____________
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE 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" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the letter of transmittal accompanying this Notice.
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Ladies and Gentlemen:
The undersigned hereby tenders to SBA Communications Corporation, a Florida
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Company's Prospectus dated _____________, 2001 (as the same may be
amended or supplemented from time to time, the "Prospectus") and the related
Letter of Transmittal (which together constitute the "Exchange Offer"), receipt
of which is hereby acknowledged, the aggregate principal amount of Old Notes set
forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Old
Notes."
Aggregate Principal Amount of Notes Tendered
(must be integral multiples of $1,000): ________________________________________
Certificate Nos. (if available):________________________________________________
(Check box if Notes will be tendered by book-entry transfer)
[ ] The Depository Trust Company
Account Number:_________________________________________________________________
Dated:_________________________________________
Name(s) of Record Holder(s):____________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please Print)
Address(es):____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Tel. No.:_________________________________________________________
Signature(s):___________________________________________________________________
________________________________________________________________________________
Dated:___________________________________________
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THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein) (i) a bank; (ii) a
broker, dealer, municipal securities broker or dealer or government securities
broker or dealer; (iii) a credit union; (iv) a national securities exchange,
registered securities association or clearing agency; or (v) a savings
association, that is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchanges Medallion Program (each of the foregoing being referred to as an
"Eligible Institution"), hereby guarantees to deliver to the Exchange Agent, at
its address set forth above, either the Old Notes tendered hereby in proper form
for transfer, or confirmation of the book-entry transfer of such Old Notes to
the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant
to the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents within three
New York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Notes tendered hereby to the Exchange Agent within the
time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
Name of Firm:
---------------------------- ---------------------------------
Authorized Signature
Address:
----------------------------------
---------------------------------
---------------------------------- Please Print Name
Zip Code
Area Code and Tel. No.: Title:
------------------ ---------------------------
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
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