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EXHIBIT 99.4
US EXCHANGE, L.L.C.
OFFER TO EXCHANGE ITS 15% SENIOR NOTES
DUE JULY 1, 2008 FOR ALL ITS OUTSTANDING
15% SENIOR NOTES DUE JULY 1, 2008
To Our Clients:
Enclosed for your consideration is a Prospectus, dated _____________,
1998 (the "Prospectus"), and the associated Letter of Transmittal (the "Letter
of Transmittal"), relating to the offer (the "Exchange Offer") of US Xchange,
L.L.C., a Michigan limited liability company (the "Company"), to exchange its
15% Senior Notes due July 1, 2008, which have been registered under the
Securities Act of 1933, as amended (the "Exchange Notes"), for any and all of
its outstanding 15% Senior Notes due July 1, 2008 (the "Private Notes"), upon
the terms and subject to the conditions described in the Prospectus and the
Letter of Transmittal. The Exchange Offer is being made in order to satisfy
certain obligations of the Company contained in the Registration Rights
Agreement dated June 25, 1998, by and among the Company and Morgan Stanley & Co.
Incorporated.
This material is being forwarded to you as the beneficial owner of the
Private Notes carried by us in your account but not registered in your name. A
TENDER OF SUCH PRIVATE NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Private Notes held by us for your account, pursuant to
the terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Private Notes on your behalf in accordance with
the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON _______________ , 1998, UNLESS EXTENDED BY THE
COMPANY (THE "EXPIRATION DATE"). ANY PRIVATE NOTES TENDERED PURSUANT TO THE
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Private Notes.
2. Any transfer taxes incident to the exchange of
Private Notes pursuant to the Exchange Offer will be
paid by the Company.
3. The Exchange Offer expires at 5:00 p.m., New York
City time, on ____________, 1998, unless extended by
the Company.
If you wish to have us tender your Private Notes, please so instruct us
by completing, executing and returning to us the instruction form enclosed
herein. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND
MAY NOT BE USED BY YOU TO TENDER PRIVATE NOTES.
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INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by US Xchange,
L.L.C. with respect to its Private Notes.
This will instruct you to tender the Private Notes held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.
Please tender the Private Notes held by you for my account as indicated
below:
Aggregate Principal Amount of Private Notes
___________________________________________
15% Senior Notes due July 1, 2008... ___________________________________________
/ / Please do not tender any Private Notes held by
you for my account.
Dated:________________________, 1998 ____________________________________________
____________________________________________
Signature(s)
____________________________________________
____________________________________________
____________________________________________
Please print name(s) here
____________________________________________
____________________________________________
Address(es)
____________________________________________
Area Code and Telephone Number
____________________________________________
Tax Identification or Social Security No.(s)
NONE OF THE PRIVATE NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED
UNLESS WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC
CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON
SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE PRIVATE NOTES HELD BY US
FOR YOUR ACCOuNT.