1
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
TO TENDER
14% SENIOR NOTES DUE 2004
ORBCOMM GLOBAL, L.P.
PURSUANT TO THE PROSPECTUS DATED __________, 1996
- --------------------------------------------------------------------------------
THIS FORM, OR ONE SUBSTANTIALLY EQUIVALENT HERETO, MUST BE USED BY ANY HOLDER
OF 14% SENIOR NOTES DUE 2004, (THE "OLD NOTES") OF ORBCOMM GLOBAL, L.P., A
DELAWARE LIMITED PARTNERSHIP (THE "COMPANY"), WHO WISHES TO EXCHANGE HIS OR
HER OLD NOTES PURSUANT TO THE COMPANY'S EXCHANGE OFFER, AS DEFINED IN
THE PROSPECTUS (THE "PROSPECTUS"), DATED ____________, 1996, AND (i)
WHOSE CERTIFICATES REPRESENTING OLD NOTES ARE NOT IMMEDIATELY AVAILABLE,
(ii) WHO CANNOT DELIVER HIS OR HER CERTIFICATES OR ANY OTHER DOCUMENTS
REQUIRED BY THE LETTER OF TRANSMITTAL ON OR BEFORE 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS) OR (iii) WHO
CANNOT COMPLETE THE PROCEDURE FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS.
SUCH FORM MAY BE DELIVERED BY FACSIMILE TRANSMISSION, MAIL OR HAND DELIVERY
TO THE EXCHANGE AGENT. SEE "THE EXCHANGE OFFER--GUARANTEED DELIVERY
PROCEDURES" IN THE PROSPECTUS.
- --------------------------------------------------------------------------------
To: Marine Midland Bank, The Exchange Agent
By Registered or Certified Mail; By
Overnight Courier; or by Hand
Marine Midland Bank
140 Broadway-Level A
New York, New York 10005-1180
Attention: Corporate Trust Operations
By Facsimile:
(212) 658-2292
Attention: Corporate Trust Operations
Telephone:
(212) 658-5931
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE 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 MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON
THE LETTER OF TRANSMITTAL.
2
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Company in accordance with the
terms and subject to the conditions of the Exchange Offer as set forth in the
Prospectus and the related Letter of Transmittal, the receipt of both of which
is hereby acknowledged, the principal amount of Old Notes specified below
pursuant to the guaranteed delivery procedures set forth under the caption "The
Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. The
undersigned hereby tenders the Old Notes listed below:
- -----------------------------------------------------------------------------------------------------------------
Old Notes Certificate Numbers Principal Amount Tendered
(If available) (Must be in integral multiple of $1,000)1/
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1/ Unless otherwise indicated in the column labeled "Principal Amount
Tendered," any tendering Holder of 14% Senior Notes due 2004 will be deemed
to have tendered the entire aggregate principal amount held by such Holder.
- -----------------------------------------------------------------------------------------------------------------
If Old Notes will be tendered by book entry SIGN HERE
transfer:
------------------------------------------
Name of Tendering Institution: Signature(s)
- ------------------------------------------ ------------------------------------------
Account No. __________________________, at
The Depository Trust Company ------------------------------------------
Name(s) (Please Print)
------------------------------------------
------------------------------------------
Address
------------------------------------------
Zip Code
------------------------------------------
Area Code and Telephone No.
Date:
------------------------------------
2
3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
is a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, which is a
member of one of the recognized signature guarantee programs identified in the
Letter of Transmittal, hereby guarantees that it will deliver to the Exchange
Agent either certificates representing the Old Notes tendered hereby in proper
form for transfer, or confirmation of the book-entry transfer of such Old Notes
into the Exchange Agent's account at The Depository Trust Company pursuant to
the procedure for book-entry transfer set forth in the Prospectus, in each
case, together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) and any required signature
guarantees and any other documents required by the Letter of Transmittal, all
by 5:00 p.m., New York City time, on the third business day following the
Expiration Date (as defined in the Prospectus).
SIGN HERE
----------------------------------------
Name of Firm
----------------------------------------
Authorized Signature
----------------------------------------
Name (Please type or print)
----------------------------------------
Title
----------------------------------------
Address
----------------------------------------
Zip Code
----------------------------------------
Area Code and Telephone No.
Date:
----------------------------------
DO NOT SEND CERTIFICATES REPRESENTING OLD NOTES WITH THIS FORM.
ACTUAL SURRENDER OF CERTIFICATES REPRESENTING OLD NOTES MUST BE MADE PURSUANT
TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF
TRANSMITTAL.
3
4
INSTRUCTIONS
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly
completed and duly executed copy of this Notice of Guaranteed Delivery and any
other documents required by this Notice of Guaranteed Delivery must be received
by the Exchange Agent at the address set forth on the cover hereof prior to
5:00 p.m., New York City time, on the Expiration Date. The method of delivery
of this Notice of Guaranteed Delivery and all other required documents to the
Exchange Agent is at the election and risk of the Holder but, except as
otherwise provided below, the delivery will be deemed made only when actually
received by the Exchange Agent. Instead of delivery by mail, it is recommended
that the Holder use an overnight or hand delivery service, properly insured.
If such delivery is by mail, it is recommended that the Holder use properly
insured, registered mail with return receipt requested. For a full description
of the guaranteed delivery procedures, see the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." In all cases, sufficient
time should be allowed to assure timely delivery. No Notice of Guaranteed
Delivery should be sent to the Company.
2. SIGNATURE ON THIS NOTICE OF GUARANTEED DELIVERY; GUARANTEE OF
SIGNATURES. If this Notice of Guaranteed Delivery is signed by the registered
Holder(s) of the Old Notes referred to herein, the signature(s) must correspond
with the name(s) as written on the face of the Old Notes without alteration,
enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered Holder(s) of any Old Notes listed, this Notice of Guaranteed
Delivery must be accompanied by valid bond powers signed exactly as the name(s)
of the registered Holder(s) appear(s) on the face of the Old Notes without
alteration, enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or representative capacity, such person
should so indicate when signing, and, unless waived by the Company, proper
evidence satisfactory to the Company of their authority so to act must be
submitted with this Notice of Guaranteed Delivery.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating
to the Exchange Offer or the procedure for tendering as well as requests for
assistance or for additional copies of the Prospectus, the Letter of
Transmittal and this Notice of Guaranteed Delivery may be directed to the
Exchange Agent at the address set forth on the cover hereof.
4