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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF OUTSTANDING
10 1/2% SERIES B SENIOR NOTES DUE 2008
OF
FACILICOM INTERNATIONAL, INC.
IN EXCHANGE FOR
13.25% SENIOR NOTES DUE 2008,
COMMON STOCK AND CASH
OF
WORLD ACCESS, INC.
Registered holders of outstanding 10 1/2% Series B Senior Notes due 2008 of
FACILICOM INTERNATIONAL, INC. (the "FaciliCom Notes") who wish to tender their
FaciliCom Notes in exchange for a like principal amount of 13.25% Senior Notes
due 2008 of WORLD ACCESS, INC., shares of World Access, Inc. common stock, par
value $0.01 per share having a market value of $50 for each $1,000 principal
amount of FaciliCom Notes tendered and $10 in cash for each $1,000 principal
amount of FaciliCom Notes tendered, and whose FaciliCom Notes are not
immediately available or who cannot deliver their FaciliCom Notes and Letter of
Transmittal (and any other documents required by the Letter of Transmittal) to
FIRST UNION NATIONAL BANK (the "Exchange Agent") prior to the Expiration Date,
may use this Notice of Guaranteed Delivery or one substantially equivalent
hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by
facsimile transmission (receipt confirmed by telephone and an original delivered
by guaranteed overnight courier) or letter to the Exchange Agent. See "The
Exchange Offer -- Procedures for Tendering" in the Prospectus.
The Exchange Agent for the Exchange Offer Is:
FIRST UNION NATIONAL BANK
1525 WEST W.T. HARRIS BOULEVARD
3C3 NC-1153
CHARLOTTE, NC 28262
BY FACSIMILE: (704) 590-7628
CONFIRM BY TELEPHONE: (704) 590-7408
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION 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 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 correspondent in the United States or an eligible
guarantor institution within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, such signature guarantee must appear in the applicable
space provided on the Letter of Transmittal for Guarantee of Signatures.
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Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of FaciliCom Notes
indicated below, upon the terms and subject to the conditions contained in the
Prospectus and Consent Solicitation dated November 5, 1999 of World Access, Inc.
(the "Prospectus"), receipt of which is hereby acknowledged.
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DESCRIPTION OF SECURITIES TENDERED
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AGGREGATE
PRINCIPAL
CERTIFICATE AMOUNT PRINCIPAL
NAME AND ADDRESS OF REGISTERED HOLDER NUMBER(S) OF REPRESENTED BY AMOUNT
AS IT APPEARS ON THE OUTSTANDING FACILICOM NOTES FACILICOM FACILICOM OF FACILICOM
PLEASE PRINT NOTES NOTES NOTES TENDERED
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THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office,
branch, agency or correspondent in the United States, hereby guarantees to
deliver to the Exchange Agent at its address set forth above, the
certificates representing the FaciliCom Notes, together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
with any required signature guarantees, and any other documents required
by the Letter of Transmittal within three Nasdaq Stock Market trading days
after the date of execution of this Notice of Guaranteed Delivery.
Name of Firm:
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Address:
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Zip Code:
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Area Code and
Telephone Number:
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(Authorized Signature)
Title:
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Name:
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(Please type or print)
DO NOT SEND CERTIFICATES FOR FACILICOM NOTES WITH THIS FORM. THEY SHOULD BE SENT
TO THE EXCHANGE AGENT WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL
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