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NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
10 1/8% SENIOR NOTES DUE 2011
OF
TIME WARNER TELECOM INC.
PURSUANT TO THE PROSPECTUS DATED --, 2001
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to tender Old Notes (as defined below) pursuant to the
Exchange Offer (as defined below) described in the Prospectus dated --, 2001 (as
the same may be amended or supplemented from time to time, the "Prospectus") of
Time Warner Telecom Inc., ("Time Warner Telecom"), if (i) certificates for the
outstanding 10 1/8% Senior Notes due 2011 (the "Old Notes") of Time Warner
Telecom are not immediately available, (ii) time will not permit the Old Notes,
the letter of transmittal and all other required documents to be delivered to --
(the "Exchange Agent") prior to 5:00 p.m., New York City time, on --, 2001 or
such later date and time to which the Exchange Offer may be extended (the
"Expiration Date"), or (iii) the procedures for delivery by book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery, or
one substantially equivalent to this form, must be delivered by hand or sent by
facsimile transmission or mail to the Exchange Agent, and must be received by
the Exchange Agent prior to the Expiration Date. See "The Exchange
Offer--Procedures for Tendering" in the Prospectus. Capitalized terms used but
not defined herein shall have the same meaning given them in the Prospectus.
The Exchange Agent for the Exchange Offer is:
--
By Mail: By Hand Delivery:
-- --
Fax: -- Tel: --
Tel: --
By Overnight Mail or Courier:
--
Confirm by Telephone
--
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 DOES NOT CONSTITUTE A VALID
DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT
THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE
INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU
COMPLETE THIS NOTICE OF GUARANTEED 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.
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LADIES AND GENTLEMEN:
The undersigned acknowledges receipt of the Prospectus and the related
letter of transmittal which describes Time Warner Telecom's offer (the "Exchange
Offer") to exchange each $1,000 principal amount of its 10 1/8% Senior Notes due
2011 (the "New Notes"), which have been registered under the Securities Act of
1933, as amended, pursuant to a Registration Statement of which the Prospectus
is a part, for each $1,000 principal amount of its outstanding 10 1/8% Senior
Notes due 2011 (the "Old Notes").
The undersigned hereby tenders to Time Warner Telecom, upon the terms and
subject to the conditions set forth in the Prospectus and the related Letter of
Transmittal, the aggregate principal amount of Old Notes indicated below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer--Guaranteed Delivery Procedures."
The undersigned understands that no withdrawal of a tender of Old Notes may
be made on or after the Expiration Date. The undersigned understands that for a
withdrawal of a tender of Old Notes to be effective, a written notice of
withdrawal that complies with the requirements of the Exchange Offer must be
timely received by the Exchange Agent at one of its addresses specified on the
cover of this Notice of Guaranteed Delivery prior to the Expiration Date.
The undersigned understands that the exchange of Old Notes for New Notes
pursuant to the Exchange Offer will be made only after timely receipt by the
Exchange Agent of (1) such Old Notes (or book-entry confirmation of the transfer
of such Old Notes) into the Exchange Agent's account at The Depository Trust
Company ("DTC")) and (2) a Letter of Transmittal (or facsimile thereof) with
respect to such Old Notes, properly completed and duly executed, with any
required signature guarantees, this Notice of Guaranteed Delivery and any other
documents required by the Letter of Transmittal or, in lieu thereof, a message
from DTC stating that the tendering holder has expressly acknowledged receipt
of, and agreement to be bound by and held accountable under, the Letter of
Transmittal.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
Name(s) of Registered Holder(s):
(PLEASE PRINT OR TYPE)
Signature(s):
Address(es):
Area Code(s) and Telephone Number(s):
If Old Notes will be delivered by book-entry transfer
at DTC, insert Depository Account Number:
Date:
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Certificate Number(s)* Principal Amount of Old Notes Tendered**
-------------------------------------------- --------------------------------------------
-------------------------------------------- --------------------------------------------
-------------------------------------------- --------------------------------------------
* Need not be completed if the Old Notes being tendered are in book-entry form.
** Must be in integral multiples of $1,000 principal amount.
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for
Old Notes or on a security position listing as the owner of Old 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.
Name(s):
Signature(s):
Address(es):
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
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GUARANTEE OF DELIVERY
(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., a commercial bank or
trust company having an office or a correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (1)
represents that each holder of Old Notes on whose behalf this tender is being
made "own(s)" the Old Notes covered hereby within the meaning of Rule 13d-3
under the Exchange Act, (2) represents that such tender of Old Notes complies
with Rule 14e-4 of the Exchange Act and (3) guarantees that the undersigned will
deliver to the Exchange Agent the certificates representing the Old Notes being
tendered hereby for exchange pursuant to the Exchange Offer in proper form for
transfer (or a confirmation of book-entry transfer of such Old Notes into the
Exchange Agent's account at the book-entry transfer facility of DTC) with
delivery of a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees, or in lieu of a
Letter of Transmittal a message from DTC stating that the tendering holder has
expressly acknowledged receipt of, and agreement to be bound by and held
accountable under, the Letter of Transmittal, and any other required documents,
all within five New York Stock Exchange trading days after the date of execution
of the Notice of Guaranteed Delivery.
Name of Firm:
Address:
- -----------------------------------------------------
Zip Code
Telephone No.
- -----------------------------------------------------
Authorized Signature
Name:
Please Print or Type
Title:
Dated:
The institution that completes the Notice of Guaranteed Delivery (a) must
deliver the same to the Exchange Agent at its address set forth above by hand,
or transmit the same by facsimile or mail, on or prior to the Expiration Date,
and (b) must deliver the certificates representing any Old Notes (or a
confirmation of book-entry transfer of such Old Notes into the Exchange Agent's
account at DTC), together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) or a message from DTC stating that the
tendering holder has expressly acknowledged receipt of, and agreement to be
bound by and held accountable under, the Letter of Transmittal in lieu thereof),
with any required signature guarantees and any other documents required by the
Letter of Transmittal to the Exchange Agent within the time period shown herein.
Failure to do so could result in a financial loss to such institution.
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