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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
13 1/2% SENIOR DISCOUNT NOTES DUE 2007, SERIES A
OF
GOLDEN SKY DBS, INC.
THIS FORM, OR ONE SUBSTANTIALLY EQUIVALENT HERETO, MUST BE USED BY ANY
HOLDER OF 13 1/2% SENIOR DISCOUNT NOTES DUE 2007, SERIES A (THE "OLD NOTES"), OF
GOLDEN SKY DBS, INC., A DELAWARE CORPORATION (THE "COMPANY"), WHO WISHES TO
TENDER OLD NOTES PURSUANT TO THE COMPANY'S EXCHANGE OFFER, AS DEFINED IN THE
PROSPECTUS DATED , 1999 (THE "PROSPECTUS") AND (I) WHOSE OLD NOTES
ARE NOT IMMEDIATELY AVAILABLE OR (II) WHO CANNOT DELIVER SUCH OLD NOTES OR ANY
OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL ON OR BEFORE THE
EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS) OR (III) WHO CANNOT COMPLY WITH
THE BOOK ENTRY TRANSFER PROCEDURE ON A TIMELY BASIS. SUCH FORM MAY BE DELIVERED
BY FACSIMILE TRANSMISSION, MAIL OR HAND DELIVERY TO THE EXCHANGE AGENT. SEE "THE
EXCHANGE OFFER" IN THE PROSPECTUS.
GOLDEN SKY DBS, INC.
NOTICE OF GUARANTEED DELIVERY
TO: UNITED STATES TRUST COMPANY OF NEW YORK
By Overnight Courier and by
Hand
delivery after 4:30 PM on By Hand Delivery to 4:30 PM: By Registered or Certified
Expiration Date: United States Trust Company Mail:
United States Trust Company of New York United States Trust Company
of New York 111 Broadway, Lower Level of New York
770 Broadway, 13th Floor Attn: Corporate Trust Window P.O. Box 844, Cooper Station
Attn: Corporate Trust Services New York, New York 10006 Attn: Corporate Trust Services
New York, New York 10003 New York, New York 10276-0844
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.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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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 related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount at
maturity of Old Notes specified below pursuant to the guaranteed delivery
procedures set forth under "The Exchange Offer" in the Prospectus. By so
tendering, the undersigned does hereby make, at and as of the date hereof, the
representations and warranties of a tendering Holder of Old Notes set forth in
the Letter or Transmittal. The undersigned hereby tenders the Old Notes listed
below:
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CERTIFICATE NUMBERS (IF AVAILABLE) PRINCIPAL AMOUNT AT MATURITY TENDERED
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All authority herein conferred or agreed to be conferred shall survive the
death, incapacity, or dissolution of the undersigned, and every obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
If Old Notes will be tendered by book-entry transfer:
Name of Tendering Institution:
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The Depository Trust Company Account No.:
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Date:
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SIGN HERE
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Signature(s)
Name (Please Print)
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Address (Include Zip Code)
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Area Code and Telephone No.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in a Recognized Signature Guarantee
Medallion Program, guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with 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,
and any other required documents, all by 5:00 p.m., New York City time, on the
fifth New York Stock Exchange trading day following the Expiration Date (as
defined in the Prospectus).
Name of Firm:
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Date:
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SIGN HERE
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Authorized Signature
Name (Please Print)
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Address (Include Zip Code)
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Area Code and Telephone No.
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DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF
CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
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 one of its addresses set forth on the cover hereof prior to 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 holders 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 Exchange Offer." 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, then the signature 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 a properly completed bond power signed as the name 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, 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 consenting and 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 or to your broker,
dealer, commercial bank or trust company.
Holders of Old Notes who wish to tender their Old Notes for exchange must
complete columns (1) through (3) in the box below entitled "Description of Old
Notes," complete the boxes entitled and sign the box below entitled "Sign Here."
If only those columns are completed, such holder of Old Notes will have tendered
for exchange all Old Notes listed in column (3) below. If the holder of Old
Notes wishes to tender for exchange less than all of such Old Notes, column (4)
must be completed in full. In such case, such holder of Old Notes should refer
to Instruction 5.
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