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TIME WARNER TELECOM INC.
OFFER TO EXCHANGE
ALL OUTSTANDING 10 1/8% SENIOR NOTES DUE 2011 ($400,000,000 PRINCIPAL AMOUNT)
FOR
10 1/8% SENIOR NOTES DUE 2011 ($400,000,000 PRINCIPAL AMOUNT)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
To Our Clients:
Enclosed for your consideration is a Prospectus dated --, 2001 (as the same
may be amended or supplemented from time to time, the "Prospectus") and a form
of Letter of Transmittal (the "Letter of Transmittal") relating to the offer
(the "Exchange Offer") by Time Warner Telecom Inc. ("Time Warner Telecom") to
exchange up to $400,000,000 aggregate principal amount of its 10 1/8% Senior
Notes due 2011 which have been registered under the Securities Act of 1933, as
amended (the "New Notes"), for up to $400,000,000 aggregate principal amount of
its outstanding 10 1/8% Senior Notes due 2011 that were issued and sold in a
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Old Notes").
The material is being forwarded to you as the beneficial owner of Old Notes
carried by us for your account or benefit but not registered in your name. A
tender of any Old Notes may be made only by us as the registered holder and
pursuant to your instructions. Therefore, Time Warner Telecom urges beneficial
owners of Old Notes registered in the name of a broker, dealer, commercial bank,
trust company or other nominee to contact such registered holder promptly if
they wish to tender Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender
any or all of the Old Notes held by us for your account, pursuant to the terms
and conditions set forth in the Prospectus and Letter of Transmittal. We urge
you to read carefully the Prospectus and the Letter of Transmittal before
instructing us to tender your Old Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON --, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). Old
Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the
procedures described in the Prospectus, at any time prior to the Expiration
Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount at
maturity of the New Notes for each $1,000 principal amount at maturity
of the Old Notes. The terms of the New Notes are substantially identical
(including principal amount, interest rate, maturity, security and
ranking) to the terms of the Old Notes, except that the New Notes are
freely transferable by holders thereof (except as provided in the
Prospectus).
2. The Exchange Offer is subject to certain conditions. See "The Exchange
Offer--Conditions" in the Prospectus.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on --, 2001, unless extended.
4. Time Warner Telecom has agreed to pay the expenses of the Exchange Offer
except as provided in the Prospectus and the Letter of Transmittal.
5. Any transfer taxes incident to the transfer of Old Notes from the
tendering Holder to Time Warner Telecom will be paid by Time Warner
Telecom, except as provided in the Prospectus and the Letter of
Transmittal.
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The Exchange Offer is not being made to nor will exchange be accepted from
or on behalf of holders of Old Notes in any jurisdiction in which the making of
the Exchange Offer or the acceptance thereof would not be in compliance with the
laws of such jurisdiction.
If you wish to have us tender any or all of your Old Notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. THE ACCOMPANYING LETTER
OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT
BE USED BY YOU TO TENDER OLD NOTES HELD BY US AND REGISTERED IN OUR NAME FOR
YOUR ACCOUNT OR BENEFIT.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein in connection with the Exchange Offer of Time
Warner Telecom Inc. relating to $400,000,000 aggregate principal amount of its
10 1/8% Senior Notes due 2011, including the Prospectus and the Letter of
Transmittal.
This form will instruct you to exchange the aggregate principal amount of
Old Notes indicated below (or, if no aggregate principal amount is indicated
below, all Old Notes) held by you for the account or benefit of the undersigned,
pursuant to the terms and conditions set forth in the Prospectus and Letter of
Transmittal.
AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES TO BE EXCHANGED
$ 10 1/8% SENIOR
NOTES
*I (we) understand that if I (we) sign these instruction forms without
indicating an aggregate principal amount of Old Notes in the space above, all
Old Notes held by you for my (our) account will be exchanged.
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Signature(s)
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Capacity (full title), if signing in a fiduciary or representative capacity
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Name(s) and address, including zip code
Date:
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Area Code and Telephone Number
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Taxpayer Identification or Social Security Number
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