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EXHIBIT 99.02
NOTICE OF GUARANTEED DELIVERY
FOR
10 3/8% SENIOR SUBORDINATED NOTES DUE 2007
OF
FAIRCHILD SEMICONDUCTOR CORPORATION
As set forth in the Prospectus dated , 1999 (the "Prospectus")
of Fairchild Semiconductor Corporation (the "Company") and in the accompanying
Letter of Transmittal (the "Letter of Transmittal"), this form or one
substantially equivalent hereto must be used to accept the Company's offer to
exchange (the "Exchange Offer") all of its outstanding 10 3/8% Senior
Subordinated Notes due 2007 (the "Existing Notes") for its 10 3/8% Senior
Subordinated Notes due 2007 which have been registered under the Securities Act
of 1933, as amended, if certificates for the Existing Notes are not immediately
available or if the Existing Notes, the Letter of Transmittal or any other
documents required thereby cannot be delivered to the Exchange Agent, or the
procedure for book-entry transfer cannot be completed, prior to 5:00 P.M., New
York City time, on the Expiration Date (as defined below). This form may be
delivered by an Eligible Institution by hand or transmitted by facsimile
transmission, overnight courier or mail to the Exchange Agent as set forth
below. Capitalized terms used but not defined herein have the meaning given to
them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE
EXPIRATION DATE.
To: United States Trust Company of New York
The Exchange Agent
By Mail: By Hand before 4:30 p.m.:
United States Trust Company of New York United States Trust Company of New York
P.O. Box 844 Cooper Station 111 Broadway
New York, New York 10276-0844 Lower Level
Attention: Corporate Trust Services New York, New York 10006
By Overnight Courier and by By Facsimile:
Hand after 4:30 p.m. (212) 420-6211
on the Expiration Date only:
United States Trust Company Confirm by Telephone:
of New York (800) 548-6565
770 Broadway, 13th Floor
New York, New York 10003
Attention: Corporate Trust Services
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal to be used to tender Existing Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the space provided therefor in the Letter of
Transmittal.
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LADIES AND GENTLEMEN:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the Letter of Transmittal
(which together constitute the "Exchange Offer"), receipt of which are hereby
acknowledged, (fill in number of Existing Notes) Existing Notes
pursuant to the guaranteed delivery procedures set forth in the Prospectus and
Instruction 1 of the Letter of Transmittal.
The undersigned understands that tenders of Existing Notes will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Existing Notes pursuant to the Exchange
Offer may not be withdrawn after 5:00 p.m., New York City time, on the
Expiration Date.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution 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.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Existing Notes (if available):
- ------------------------------------------------------
- ------------------------------------------------------
Principal Amount of Existing Notes:
- ------------------------------------------------------
If Existing Notes will be delivered by book-entry transfer at the Depository
Trust Company, Depository Account No.:
- ------------------------------------------------------
Name(s) of Record Holder(s):
- ------------------------------------------------------
- ------------------------------------------------------
PLEASE PRINT OR TYPE
Address:
- ------------------------------------------------------
- ------------------------------------------------------
Area code and Tel. No. ------------------
Signature(s):
- ------------------------------------------------------
- ------------------------------------------------------
Dated:
- ---------------------------------------, 1999
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Existing Notes exactly as its (their) name(s) appear(s) on the
certificate(s) for Existing Notes covered hereby or on a DTC security position
listing naming it (them) as the owner of such Existing 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(s) must
provide the following information:
PLEASE PRINT NAME(S), TITLE(S) AND ADDRESS(ES)
Name(s): -----------------------------------------------------------------------
Capacity(ies):
-------------------------------------------------------------------
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 correspondent in the United States or an
"Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents
that the tender of Existing Notes effected hereby complies with Rule 14e-4 under
the Exchange Act and (b) guarantees to deliver to the Exchange Agent a
certificate or certificates representing the Existing Notes tendered hereby, in
proper form for transfer (or a confirmation of the book-entry transfer of such
Existing Notes into the Exchange Agent's account at DTC, pursuant to the
procedures for book-entry transfer set forth in the Prospectus), and a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) together with any required signatures and any other required documents,
at one of the Exchange Agent's addresses set forth above, within five 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 OF TRANSMITTAL
AND EXISTING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD
SPECIFIED FORTH ABOVE AND THAT ANY FAILURE TO DO SO COULD RESULT IN FINANCIAL
LOSS TO THE UNDERSIGNED.
NAME OF FIRM:
- ------------------------------------
ADDRESS:
- --------------------------------------------
- ------------------------------------------------------
ZIP CODE
AREA CODE
AND TEL. NO.:
- ---------------------------------------
- ------------------------------------------------------
AUTHORIZED SIGNATURE
NAME:
- ----------------------------------------------
PLEASE PRINT OR TYPE
TITLE:
- -----------------------------------------------
DATE:
- -----------------------------------------, 1998
NOTE: DO NOT SEND EXISTING NOTES WITH THIS FORM; EXISTING NOTES SHOULD BE SENT
WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE
AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE.
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