<PAGE> 1
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
MGC COMMUNICATIONS, INC.
AND
MPOWER HOLDING CORPORATION
13% SENIOR NOTES DUE APRIL 1, 2010
As set forth in the prospectus dated June , 2000 (the "Offering
Memorandum") of MGC Communications, Inc. (the "Company") and Mpower Holding
Corporation ("Holding"; and, together with the Company, the "Issuers"), in the
accompanying Letter of Transmittal and instructions thereto (the "Letter of
Transmittal"), this form or one substantially equivalent hereto must be used to
accept the Issuers' exchange offer (the "Exchange Offer") to exchange all of
their outstanding 13% Senior Notes due April 1, 2010 (the "Outstanding Notes")
if (i) time will not permit the Letter of Transmittal or other required
documents to reach the Exchange Agent prior to the Expiration Date or (ii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date. This form may be delivered by an Eligible Institution (as defined in the
Letter of Transmittal) by mail or hand delivery or transmitted, via telegram,
telex or facsimile, to the Exchange Agent as set forth below. All capitalized
terms used herein but not defined herein shall have the meanings ascribed to
them in the prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2000 UNLESS THE OFFER IS EXTENDED BY THE ISSUER (SUCH TIME AND DATE, THE
"EXPIRATION DATE"). TENDERS OF EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR
TO THE EXPIRATION DATE.
TO: HSBC BANK USA, EXCHANGE AGENT
By Mail, Hand Delivery or Overnight Courier:
140 Broadway-Level A
New York, New York 10005-1180
Attention: Issuer Services
By Facsimile Transmission:
(212) 658-6425
Confirm By Telephone:
(212) 658-6433
For information with respect to the Exchange Offer, call:
Issuer Services of the Exchange Agent
at (212) 658-6433
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE WITH
CONFIRMATION, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
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.
<PAGE> 2
LADIES AND GENTLEMEN:
The undersigned hereby tender(s) to the Issuers, upon the terms and subject
to the conditions set forth in the Exchange Offer and the Letter of Transmittal,
receipt of which is hereby acknowledged, the aggregate principal amount of
Outstanding Notes set forth below pursuant to the guaranteed delivery procedures
set forth in the prospectus.
The undersigned understands that tenders of Outstanding Notes will be
accepted only in authorized denominations. The undersigned understands that
tenders of Outstanding Notes pursuant to the Exchange Offer may not be withdrawn
after 5:00 p.m., New York city time on the Expiration Date. Tenders of
Outstanding Notes may be withdrawn if the Exchange Offer is terminated or as
otherwise provided in the prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
<PAGE> 3
PLEASE SIGN AND COMPLETE
<TABLE>
<CAPTION>
<S> <C>
--------------------------------------------------------------------------------------------
Signature(s) of Registered Owner(s) or Name(s) of Registered Holder(s):
Authorized Signatory:
--------------------------------------------------------------------------------------------
</TABLE>
------------------------------------------------------
------------------------------------------------------
Principal Amount of Outstanding
Notes:
Certificate No(s). of Outstanding Notes (if available):
Date:
------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Address:
--------------------------------------------
------------------------------------------------------
Area Code and Telephone No.:
-------------------
------------------------------------------------------
If Existing Notes will be delivered by book-entry transfer at the Depository
Trust Company, insert Depository Account No.:
This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of
Outstanding Notes exactly as its (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 registered 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:
--------------------------------------------------------------------------------
Capacity:
--------------------------------------------------------------------------------
Address(es):
--------------------------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT
TO THE EXCHANGE AGENT, TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.
<PAGE> 4
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm 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 a correspondent in the United States or an
"eligible guarantor institution" as defined by Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents
that each Holder of Outstanding Notes on whose behalf this tender is being made
"own(s)" the Outstanding Notes covered hereby within the meaning of Rule 14e-4
under the Exchange Act, (b) represents that such tender of Outstanding Notes
complies with such Rule 14e-4, and (c) guarantees that, within five business
days from the date of this Notice of Guaranteed Delivery, a properly completed
and duly executed Letter of Transmittal (or a facsimile thereof), together with
certificates representing the Outstanding Notes covered hereby in proper form
for transfer (or confirmation of the book-entry transfer of such Outstanding
Notes into the Exchange Agent's account at the Depository Trust Company,
pursuant to the procedure for book-entry transfer set forth in the Offering
Memorandum) and required documents will be deposited by the undersigned with the
Exchange Agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE OUTSTANDING NOTES
TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH AND THAT
FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.
<TABLE>
<S> <C>
Name of Firm:
Authorized Signature
Address: Name:
Title:
Area Code and Telephone No.: Date:
</TABLE>
