Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
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1: S-4/A Amendment to Form S-4 HTML 584K
2: EX-12.1 Computation of Ratio of Earnings to Fixed Charges 2± 12K
3: EX-13.1 Annual Report on Form 10-K HTML 853K
4: EX-23.1 Consent of Kpmg LLP HTML 8K
5: EX-25.1 Statement of Eligibility on Form T-1 5 20K
6: EX-99.1 Form of Letter of Transmittal 13 52K
7: EX-99.2 Form of Notice of Guaranteed Delivery 3 13K
EX-99.2 — Form of Notice of Guaranteed Delivery
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EXHIBIT 99.2
ECHOSTAR DBS CORPORATION
NOTICE OF GUARANTEED DELIVERY
6 5/8% SENIOR NOTES DUE 2014
As set forth in the Prospectus dated , 2005 (the
"Prospectus") of EchoStar DBS Corporation (the "Issuer") and its subsidiaries
under the caption "The Exchange Offer-How to Tender" and the Letter of
Transmittal for the Issuer's 6 5/8% Senior Notes due 2014 (the "Letter of
Transmittal"), this form or one substantially equivalent hereto must be used to
accept the Exchange Offer (as defined below) of the Issuer if: (i) certificates
for the above-referenced notes (the "Old Notes") are not immediately available,
(ii) time will not permit all required documents to reach the Exchange Agent (as
defined below) on or prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed on or prior to the Expiration Date (as
defined below). Such form may be transmitted by facsimile or delivered by mail,
hand delivery or overnight delivery to the Exchange Agent.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON ,
2005, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO THE EXPIRATION DATE.
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TO: U.S. BANK NATIONAL ASSOCIATION
By Facsimile: By mail/hand delivery/overnight delivery:
(651) 495-8158 U.S. Bank National Association
Attention: Specialized Finance Group Attn: Specialized Finance Group
60 Livingston Avenue
Confirm by telephone to: St. Paul, Minnesota 55107
(800) 934-6802
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Delivery of this instrument to an address other than as set forth above or
transmittal of this instrument to a facsimile number 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 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.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer, upon the terms
and conditions set forth in the Prospectus and the Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which are hereby
acknowledged, the principal amount of Old Notes set forth below pursuant to the
guaranteed delivery procedures described in the Prospectus and the Letter of
Transmittal.
The undersigned understands that tenders of Old Notes will be
accepted only in authorized denominations. The undersigned understands that
tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after
the Expiration Date. Tenders of Old Notes may be withdrawn at any time prior to
the Expiration Date or if the Exchange Offer is terminated or as otherwise
provided in the Prospectus.
All authority herein conferred or agreed to be conferred by
this Notice of Guaranteed Delivery shall survive the death, incapacity,
liquidation, dissolution, winding up or any other event relating to 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.
SIGNATURES
Signature of Owner____________________________________________________________
Signature of Owner (if more than one)_________________________________________
Dated:_________________________________
Name(s): _____________________________________________________________________
(Please Print)
Address:______________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Include Zip Code)
Area and Telephone Number:____________________________________________________
Capacity (full title), if signing in a representative capacity:_______________
Taxpayer Identification or Social Security Number:____________________________
Principal amount of Old Notes Exchanged: $____________________________________
Certificate Nos. of Old Notes (if available):_________________________________
______________________________________________________________________________
IF OLD NOTES WILL BE DELIVERED BY BOOK-ENTRY TRANSFER, PROVIDE THE DEPOSITORY
TRUST COMPANY ("DTC") ACCOUNT NO.:
Account No.:__________________________________________________________________
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a recognized signature guarantee
medallion program within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, hereby guarantees delivery to the Exchange
Agent, at its address set forth above, of 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 pursuant
to the procedures for book-entry transfer set forth in the Prospectus), together
with a properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, and any other documents
required by the Letter of Transmittal by 5:00 p.m., New York City time, within
three New York Stock Exchange trading days following the date of execution of
this Notice of Guaranteed Delivery.
Name of Firm___________________________________________________________________
Number and Street or P.O. Box__________________________________________________
City___________________________________State___________________Zip Code________
Telephone No.:_________________________________________________________________
Fax No.:_______________________________________________________________________
_______________________________________________________________________________
(Authorized Signature)
Title:_______________________________________________________________________
Date:_________________________________________________________________________
NOTE: DO NOT SEND CERTIFICATES REPRESENTING NOTES WITH THIS NOTICE. NOTES SHOULD
BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL.
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