Exhibit 99.4
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
10 1/2% SENIOR DISCOUNT NOTES DUE MARCH 1, 2007
(THE "SENIOR NOTES")
OF
MCLEOD, INC.
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to tender Senior Notes pursuant to the Exchange Offer
described in the Prospectus dated ______, 1997 (as the same may be amended or
supplemented from time to time, the "Prospectus") of McLeod, Inc., a Delaware
corporation (the "Company"), if certificates for the Senior Notes are not
immediately available, or time will not permit the Senior 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 ______, 1997 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 Senior 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) 420-6152 United States Trust United States Trust
Attention: Company of New York Company of New York
Customer Service P.O. Box 843 111 Broadway
Confirm by Telephone to: Cooper Station New York, New York 10006
(800) 548-6565 New York, New York 10276 Attention: Lower Level
Attention: Corporate Corporate Trust Window
Trust Services
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 Senior Notes indicated below pursuant to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering Senior Notes."
Name(s) of Registered Holder(s): ______________________________________________
(Please Print or Type)
Signature(s): _________________________________________________________________
Address(es): __________________________________________________________________
_______________________________________________________________________________
Area Code(s) and Telephone Number(s): _________________________________________
Account Number: _______________________________________________________________
Date: _________________________________________________________________________
Certificate No(s). Principal Amount of
(if available) Senior Notes Tendered*
_________________________________ _____________________________________
_________________________________ _____________________________________
_________________________________ _____________________________________
_________________________________ _____________________________________
_________________________________ _____________________________________
_________________________________ _____________________________________
* Must be in integral multiples of $1,000 principal amount at maturity.
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 Senior Notes being tendered hereby in proper form for transfer (or a
confirmation of book-entry transfer of such Senior 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 ____________________ _____________________________________
Address _________________________ Authorized Signature
_________________________________ Name ________________________________
Zip Code Please Print or Type
Telephone No. ___________________ Title _______________________________
Dated: ______________________________
The institution that completes this form must communicate the guarantee to
the Exchange Agent and must deliver the certificates representing any Senior
Notes (or a confirmation of book-entry transfer of such Senior Notes 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.
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