EXHIBIT 99.2
LEVEL 3 COMMUNICATIONS, INC.
Exchange Offer
to holders of its
11% Senior Notes due 2008
NOTICE OF GUARANTEED DELIVERY
As set forth in the Prospectus dated , 2000 (the "Prospectus") of Level
3 Communications, Inc. (the "Company") under "The Exchange Offer--How to
Tender" and in the Letter of Transmittal (the "Letter of Transmittal") relating
to the offer (the "Exchange Offer") by the Company to exchange up to
$800,000,000 in principal amount of its 11% Senior Notes due 2008 (the "New
Notes") for $800,000,000 in principal amount of its 11% Senior Notes due 2008,
issued and sold in a transaction exempt from registration under the Securities
Act of 1933, as amended (the "Original Notes"), this form or one substantially
equivalent hereto must be used to accept the Exchange Offer of the Company if:
(i) certificates for the Original Notes are not immediately available; or (ii)
time will not permit all required documents to reach the Exchange Agent (as
defined below) on or prior to the expiration date of the Exchange Offer (as
described in the Prospectus). Such form may be delivered by hand or transmitted
by telegram, telex, facsimile transmission or letter to the Exchange Agent.
TO: The Bank of New York (the "Exchange Agent")
By Facsimile:
(212) 815-6339
Confirm by telephone:
(212) 815-2742
By Registered or Certified Mail:
The Bank of New York
101 Barclay Street, 7E
New York, New York 10286
Attention: Enrique Lopez
By Overnight Courier or By Hand:
The Bank of New York
101 Barclay Street
Corporate Trust Services Window
Ground Level
New York, New York 10286
Attention: Enrique Lopez
Delivery of this instrument to an address other than
as set forth above or transmittal of this instrument to
a facsimile or telex number other than as set forth
above does not constitute a valid delivery.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, 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 Original Notes set forth below pursuant to the guaranteed
delivery procedure described in the Prospectus and the Letter of Transmittal.
Sign Here
Principal Amount of Original Signature(s) ________________________
Notes _____________________________________
Tendered ________________________
Please Print the Following
Certificate Nos. Information
Name(s) _____________________________
(if available) __________________
_____________________________________
Total Principal Amount Represented by Address _____________________________
Original Notes Certificate(s)____
_____________________________________
Account Number __________________
Area Code and Tel. No(s). ___________
Dated: ____________________, 2000 _____________________________________
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GUARANTEE
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17A(d)-15 under the Securities Exchange Act
of 1934, as amended, hereby guarantees that delivery to the Exchange Agent of
certificates tendered hereby, in proper form for transfer, or delivery of such
certificates pursuant to the procedure for book-entry transfer, in either case
with delivery of a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) and any other required documents, is being made within
three trading days after the date of execution of a Notice of Guaranteed
Delivery of the above-named person.
Name of Firm _________________________________
Authorized Signature _________________________
Number and Street or P.O. Box ________________
______________________________________________
City State Zip Code ___________
Area Code and Tel. No. _______________________
Dated: , 2000
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