Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
[12%/11 1/2%] SENIOR NOTES DUE [JULY 15, 2008/MAY 1, 2009]
(THE "CAPROCK NOTES")
OF
CAPROCK COMMUNICATIONS CORP.
This Notice of Guaranteed Delivery, or one substantially equivalent
to this form, must be used to tender CapRockNotes pursuant to the Exchange
Offer described in the Prospectus dated _____ __, 2000 (as the same may be
amended or supplemented from time to time, the "Prospectus") of McLeodUSA
Incorporated, a Delaware corporation (the "Company"), if certificates for the
CapRock Notes are not immediately available, or time will not permit the
CapRock Notes, the Letter of Transmittal and all other required documents to
be delivered to United States Trust Company of New York (the "Exchange
Agent") prior to 5:00 p.m., New York City time, on November __, 2000 or such
later date and time to which the Exchange Offer may be extended (the
"Expiration Date"), or the procedures for delivery by book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery, or
one substantially equivalent to this form, must be delivered by hand or sent
by facsimile transmission or mail to the Exchange Agent, and must be received
by the Exchange Agent prior to the Expiration Date. See "The Exchange
Offer--Procedures for Tendering CapRock Notes" in the Prospectus. Capitalized
terms used but not defined herein shall have the same meaning given them in
the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
UNITED STATES TRUST COMPANY OF NEW YORK
BY FACSIMILE: BY MAIL: BY HAND BEFORE 4:30 P.M.:
(212) 780-0592 United States Trust Company United States Trust Company
of New York of New York
Attention: Customer Service P.O. Box 843 Cooper Station 111 Broadway
Confirm by Telephone to: New York, New York 10276 New York, New York 10006
(800) 548-6565 Attention: Corporate Trust Attention: Lower Level Corporate
Services Trust Window
BY OVERNIGHT COURIER AND BY HAND AFTER 4:30 P.M.:
United States Trust Company of New York
770 Broadway, 13th Floor
New York, New York 10003
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES 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 guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
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, the CapRockNotes indicated below pursuant to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering CapRock Notes."
Name(s) of Registered Holder(s):
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(Please Print or Type)
Signature(s):
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Address(es):
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Area Code(s) and Telephone Number(s):
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Account Number:
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Date:
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Certificate No(s). Principal Amount of CapRock
(if available) Notes Tendered*
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* Must be in integral multiples of $1,000 principal amount.
GUARANTEE OF DELIVERY
(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., a
commercial bank or trust company having an office or a 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, hereby
guarantees that the undersigned will deliver to the Exchange Agent the
certificates representing the CapRock Notes being tendered hereby in proper
form for transfer (or a confirmation of book-entry transfer of such CapRock
Notes, into the Exchange Agent's account at the book-entry transfer facility
of The Depository Trust Company ("DTC")) with delivery of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
with any required signature guarantees and any other required documents, all
within three New York Stock Exchange trading days after the date of execution
of the Notice of Guaranteed Delivery.
Name of Firm:
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Authorized Signature
Address: Name:
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Please Print or Type
Title:
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Zip Code
Telephone No.: Dated:
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The institution that completes this form must communicate the guarantee
to the Exchange Agent and must deliver the certificates representing any CapRock
Notes (or a confirmation of book-entry transfer of such CapRockNotes into the
Exchange Agent's account at DTC) and the Letter of Transmittal to the Exchange
Agent within the time period shown herein. Failure to do so could result in a
financial loss to such institution.