EXHIBIT 99.2
LEVEL 3 COMMUNICATIONS, INC.
Exchange Offer
to holders of its
10 1/2% Senior Discount Notes Due 2008
NOTICE OF GUARANTEED DELIVERY
As set forth in the Prospectus dated , 1999 (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
$833,815,000 in principal amount at maturity of its 10 1/2% Senior Discount
Notes Due 2008 (the "New Notes") for $833,815,000 in principal amount at
maturity of its 10 1/2% Senior Discount 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: IBJ Whitehall Bank & Trust Company formerly known as IBJ Schroder Bank &
Trust Company (the "Exchange Agent")
By Facsimile:
(212) 858-2611
Confirm by telephone:
(212) 858-2103
By Registered or Certified Mail:
IBJ Whitehall Bank & Trust Company
P.O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attention: Reorganization Operations Department
By Overnight Courier or By Hand:
IBJ Whitehall Bank & Trust Company
One State Street
New York, New York 10004
Attention: Securities Processing Window Subcellar One (SC-1)
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 at Maturity of Signature(s) ________________________
Original Notes _____________________________________
Tendered ________________________
Please Print the Following
Certificate Nos. Information
Name(s) _____________________________
(if available) __________________
_____________________________________
Total Principal Amount at Maturity Address _____________________________
Represented by Original Notes _____________________________________
Certificate(s) __________________
Area Code and Tel. No(s). ___________
Account Number __________________
-------------------------------------
Dated: ____________________, 1999
2
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: , 1999
3