EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY FOR TENDERS OF
11% SENIOR NOTES DUE 2013
OF
AXTEL, S.A. de C.V.
PURSUANT TO THE PROSPECTUS, DATED __________, 2005
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON __________, 2005 (THE "EXPIRATION DATE"), UNLESS EXTENDED.
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This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Axtel, S.A. de C.V., a variable capital company (sociedad
anonima de capital variable) organized under the laws of the United Mexican
States (the "Company") made pursuant to the Prospectus, dated __________, 2005
(the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal") if certificates for the 11% Senior Notes due 2013 (the
"Outstanding Notes") are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Exchange Agent (as defined below)
prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange
Offer. Such form may be delivered or transmitted by facsimile transmission, mail
or hand delivery to The Bank of New York (the "Exchange Agent") as set forth
below. In addition, in order to utilize the guaranteed delivery procedures to
tender Outstanding Notes pursuant to the Exchange Offer, a completed, signed and
dated Letter of Transmittal (or facsimile thereof) must also be received by the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
Capitalized terms not defined herein are defined in the Prospectus.
DELIVERY TO THE BANK OF NEW YORK, EXCHANGE AGENT
By Hand Delivery, Registered Mail Or Overnight Carrier
The Bank of New York
101 Barclay Street
Floor 7E
Corporate Trust Operations, Reorganization
New York, New York 10286
Attention: Ms. Giselle Guadalupe
Facsimile Transmission:
(212) 298-1915
Confirm by Telephone or For Information:
(212) 815-6331
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY. DO NOTE DELIVER THIS INSTRUMENT TO AXTEL, S.A.
de C.V.
FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY
ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (212)
815-6331, OR FACSIMILE AT (212) 298-1915.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Outstanding Notes set forth below, pursuant to
the guaranteed delivery procedures described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus.
The undersigned hereby tenders the Outstanding Notes listed below:
Certificate Number(s) Aggregate Principal Amount Aggregate Principal Amount
(if known) of Outstanding Notes or
Account Number at the Book-Entry
Facility Represented Tendered
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PLEASE SIGN AND COMPLETE
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Signature(s) of Registered Holder(s) or Authorized Signatory
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Name(s) of Registered Holder(s)
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Address
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Area code and Telephone Number
Dated:______________________________________, 2005
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This Notice of Guaranteed Delivery must be signed by the holder(s) exactly
as their name(s) appear on certificates for Outstanding Notes or on a security
position listing as the owner of Outstanding Notes, or by person(s) authorized
to become holder(s) by endorsements and documents transmitted with this Notice
of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information:
Please print name(s) and address(es)
Name(s): _____________________________________________________________
Capacity: ____________________________________________________________
Address(es): _________________________________________________________
________________________________________________________________________________
THE ACCOMPANYING GUARANTEE MUST BE COMPLETED
GUARANTEE
(Not to be Used for Signature Guarantees)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an office or correspondent in the
United States or any "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees
that, within three (3) business days after the Expiration Date, the certificates
representing all tendered Outstanding Notes, in proper form for transfer, or a
book-entry confirmation, 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, will
be deposited by the undersigned with the Exchange Agent, at its address set
forth above.
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Name of Firm Title
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Authorized Signature Name (Please Print)
Dated:
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Address 2005
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(Include ZIP Code) Area Code and Telephone Number
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Area Code and Telephone Number
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DO NOT SEND SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF SECURITIES MUST
BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of This Notice of Guaranteed Delivery.
A properly completed and duly executed copy of this Notice of Guaranteed
Delivery and any other documents required by this Notice of Guaranteed Delivery
must be received by the Exchange Agent at its address set forth herein on or
prior to the Expiration Date. The method of delivery of this Notice of
Guaranteed Delivery and any other required documents to the Exchange Agent is at
the election and sole risk of the holder, and the delivery will be deemed made
only when actually received by the Exchange Agent. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
As an alternative to delivery by mail, the holders may wish to consider using an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 1 of the Letter of Transmittal.
2. Signatures on This Notice of Guaranteed Delivery.
If this Notice of Guaranteed Delivery is signed by the registered holder(s)
of the Outstanding Notes referred to herein, the signature must correspond with
the name(s) written on the face of the Outstanding Notes without alteration,
enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is
signed by a participant of the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of the Outstanding Notes, the
signature must correspond with the name shown on the security position listing
as the owner of the Outstanding Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Outstanding Notes listed or a participant of the
Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Outstanding Notes or signed as the name of the
participant shown on the Book-Entry Transfer Facility's security position
listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. Requests for Assistance or Additional Copies.
Questions and requests for assistance and requests for additional copies of
the Prospectus may be directed to the Exchange Agent at the address specified in
the Prospectus. Holders may also contact their broker, dealer, commercial bank,
trust company, or other nominee for assistance concerning the Exchange Offer.
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