EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
NOTICE OF GUARANTEED DELIVERY FOR
SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Shared Technologies Fairchild Communications Corp. (the
"Issuer") made pursuant to the Prospectus, dated , 1996 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal") if certificates for Old Notes of the Issuer are not immediately
available or if the procedure for book-entry transfer cannot be completed on a
timely basis or time will not permit all required documents to reach the
Issuer prior to 5:00 P.M., New York City time, on the Expiration Date of the
Exchange Offer. Such form may be delivered or transmitted by facsimile
transmission, mail or hand delivery to United States Trust Company Of New York
(the "Exchange Agent") as set forth below. In addition, in order to utilize
the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange
Offer, a completed, signed and dated Letter of Transmittal (or facsimile
thereof) must also be received by the Exchange Agent prior to 5:00 P.M., New
York City time, on the Expiration Date. Capitalized terms not defined herein
are defined in the Prospectus.
UNITED STATES TRUST COMPANY OF NEW YORK, EXCHANGE AGENT
By Mail: Facsimile Transmission By Hand:
Number:
United States Trust United States Trust
Company of New York (212) 420-6152 Company of New York
P.O. Box 844 (For Eligible 111 Broadway, Lower
Cooper Station Institutions Only) Level
New York, New York Institutions Only) New York, New York 10006
10276-0844 Attn: Corporate Trust
Attn: Corporate Confirm by Telephone: Services
Trust Services
(Registered or Certified (800) 548-6565 By Overnight Courier:
Mail Recommended) United States Trust
Company of New York
770 Broadway--13th Floor
New York, New York 10003
Attn: Corporate Trust
Services
DELIVERY OF THIS INSTRUMENT 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.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Issuer the principal amount of Old Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus.
Principal Amount of Old Notes If Old Notes will be delivered by
Tendered: book-entry transfer to The
$ ___________________________________ Depository Trust Company, provide
account number.
Certificate Nos. (if available): ____ Account Number: _____________________
Total Principal Amount Represented
by Old Notes Certificate(s): ________
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
PLEASE SIGN HERE:
X ___________________________________ ____________
X ___________________________________ ____________
Signature(s) of Owner(s) or Date
Authorized Signatory
Area Code and Telephone Number: ______________________
Must be signed by the holder(s) of Old Notes as the name(s) of such
holder(s) appear(s) on the Old Notes certificate(s) or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement 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 full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
Capacity:
_____________________________________________________________________
Address(es):
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
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GUARANTEE
The undersigned, a member of a registered national securities exchange, or a
member of the National Association of Securities Dealers, Inc., or a
commercial bank or Trust Company having an office or correspondent in the
United States, hereby guarantees that the certificates representing the
principal amount of Old Notes tendered hereby in proper form for transfer, or
timely confirmation of the book-entry transfer of such Old Notes into the
Exchange Agent's account at The Depository Trust Company pursuant to the
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures"
section of the Prospectus, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than five New York Stock Exchange trading days after the date
of execution hereof.
Name of Firm __________________________________________________________________
Authorized Signature
Print Name: ___________________________________________________________________
Title: ________________________________________________________________________
Address _______________________________________________________________________
Name: _________________________________________________________________________
(Please Type or Print)
Area Code and Tel. No.: _____________ Dated: ______________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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