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Exhibit 99.03
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF DOLLAR-DENOMINATED
11 5/8% SENIOR NOTES DUE 2010
OF
EXODUS COMMUNICATIONS, INC.
THIS NOTICE OF GUARANTEED DELIVERY, OR ONE SUBSTANTIALLY EQUIVALENT TO THIS
FORM, MUST BE USED TO ACCEPT THE EXCHANGE OFFER (AS DEFINED BELOW) IF (I)
CERTIFICATES FOR THE COMPANY'S (AS DEFINED BELOW) DOLLAR-DENOMINATED 11 5/8%
SENIOR NOTES DUE 2010 (THE "OLD NOTES") ARE NOT IMMEDIATELY AVAILABLE, (II) THE
OLD NOTES, THE APPLICABLE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS
CANNOT BE DELIVERED TO CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL
ASSOCIATION (THE "U.S. EXCHANGE AGENT") ON OR PRIOR TO THE EXPIRATION DATE (AS
DEFINED IN THE PROSPECTUS REFERRED TO BELOW) OR (III) THE PROCEDURES FOR
DELIVERY BY BOOK- ENTRY TRANSFER CANNOT BE COMPLETED ON A TIMELY BASIS. THIS
NOTICE OF GUARANTEED DELIVERY MAY BE DELIVERED BY HAND, OVERNIGHT COURIER OR
MAIL, OR TRANSMITTED BY FACSIMILE TRANSMISSION, TO THE U.S. EXCHANGE AGENT. SEE
"THE EXCHANGE OFFER--PROCEDURES FOR TENDERING OLD NOTES" IN THE PROSPECTUS.
THE U.S. EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION
BY MAIL, OVERNIGHT DELIVERY OR HAND:
CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION
[Address]
ATTN: [ ]
TRUST DEPARTMENT
(EXODUS COMMUNICATIONS, INC., 11 5/8% SENIOR NOTES DUE 2010)
TO CONFIRM BY TELEPHONE OR FOR INFORMATION:
[Number]
FACSIMILE TRANSMISSIONS:
[Number]
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IN ADDITION, IN ORDER TO UTILIZE THE GUARANTEED DELIVERY PROCEDURE TO
TENDER OLD NOTES PURSUANT TO THE EXCHANGE OFFER, AN APPLICABLE COMPLETED, SIGNED
AND DATED LETTER OF TRANSMITTAL RELATING TO THE OLD NOTES (OR FACSIMILE THEREOF)
MUST ALSO BE RECEIVED BY THE U.S. EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION
DATE. CAPITALIZED TERMS NOT DEFINED HEREIN HAVE THE MEANINGS ASSIGNED TO THEM IN
THE PROSPECTUS.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL 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 AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Exodus Communications, Inc., a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the prospectus dated ____________, 2000 (as the same may be amended or
supplemented from time to time, the "Prospectus") and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Old Notes set forth
below pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Procedures for Tendering Old Notes."
DESCRIPTION OF OLD NOTES TENDERED
Name(s), Address(es) and Area Code(s) and Telephone Number(s) of Registered
Holder(s):
________________________________________________________________________________
________________________________________________________________________________
Certificate Number(s) (if available):___________________________________________
Aggregate Principal Amount Tendered: $__________________________________________
Signature(s):___________________________________________________________________
________________________________________________________________________________
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If Old Notes will be tendered by book-entry transfer, please provide the
following information:
Name of Tendering Institution:__________________________________________________
DTC Account Number:_____________________________________________________________
Date:___________________________________________________________________________
Transaction Code Number:________________________________________________________
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein) (i) a bank; (ii) a
broker, dealer, municipal securities broker or dealer or government securities
broker or dealer; (iii) a credit union; (iv) a national securities exchange,
registered securities association or clearing agency; or (v) a savings
association that is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchanges Medallion Program (each of the foregoing being referred to as an
"Eligible Institution"), hereby guarantees to deliver to the U.S. Exchange
Agent, at its address set forth above, either the Old Notes tendered hereby in
proper form for transfer, or confirmation of the book-entry transfer of such Old
Notes to the U.S. Exchange Agent's account at The Depository Trust Company
("DTC"), pursuant to the procedures for book-entry transfer set forth in the
Prospectus, in either case together with one or more applicable properly
completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and
any other required documents within three New York Stock Exchange trading days
after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the applicable Letter(s)
of Transmittal and the Old Notes tendered hereby to the U.S. Exchange Agent
within the time period set forth above and that failure to do so could result in
a financial loss to the undersigned.
Name of Firm: Authorized Signature:
___________________________________ ______________________________________
Address: Name (Please Print):
___________________________________ ______________________________________
Capacity or Title:
___________________________________ ______________________________________
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___________________________________ ______________________________________
___________________________________ ______________________________________
Area Code and Telephone Number: Date:
___________________________________ ______________________________________
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN
APPLICABLE PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY
OTHER REQUIRED DOCUMENTS.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
the Prospectus and, if given or made, such other information or representations
must not be relied upon as having been authorized by the Company. Neither the
delivery of the Prospectus nor any exchange of Old Notes for New Notes made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
The Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the securities to which it relates. The
Prospectus does not constitute an offer to sell or the solicitation of an offer
to buy such securities in any circumstances in which such offer or solicitation
is unlawful.
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