EXHIBIT 99.2
LEVEL 3 COMMUNICATIONS, INC.
Exchange Offer
to holders of its
10 3/4% 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
(Euro)500,000,000 in principal amount of its 10 3/4% Senior Notes due 2008 (the
"New Notes") for (Euro)500,000,000 in principal amount of its 10 3/4% 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
applicable 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 applicable Exchange Agent.
TO: The Exchange Agent
The Bank of New York In Luxembourg
By Facsimile: Kredietbank S.A. Luxembourgeoise,
44 20 7964 6399 as Luxembourg Exchange Agent
Confirm by telephone: By Facsimile:
44 20 7893 7235 352 4797 3913
By Registered or Certified Mail: Confirm by telephone:
The Bank of New York 352 4797 73951
London Branch
30 Cannon Street By Mail, Hand or Overnight Service:
London EC4M 6YH Kredietbank S.A. Luxembourgeoise
Attention: Emma Wilkes 43 Boulevard Royal
Reorganization Department L-2955 Luxembourg
Attention: Corporate Trust
By Overnight Courier or By Hand:
The Bank of New York
London Branch
30 Cannon Street
London EC4M 6YH
Attention: Emma Wilkes
Reorganization Department
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 at maturity 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
(if available) __________________
Name(s) _____________________________
_____________________________________
Total Principal Amount Represented Address _____________________________
by Original Notes _____________________________________
Certificate(s) __________________
Area Code and Tel. No(s). ___________
Account Number __________________
_____________________________________
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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