Exhibit 99.5
NOTICE OF GUARANTEED DELIVERY
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
TENDER OF
9.625% SENIOR NOTES DUE 2009,
10.000% SENIOR NOTES DUE 2011 AND
12.125% SENIOR DISCOUNT NOTES DUE 2012,
WHICH ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933,
IN EXCHANGE FOR
9.625% SENIOR NOTES DUE 2009,
10.000% SENIOR NOTES DUE 2011 AND
12.125% SENIOR DISCOUNT NOTES DUE 2012,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
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 Issuers' (as defined below) issued and outstanding 9.625%
senior notes due 2009 (the "Original Eight Year Senior Notes"), 10.000% senior
notes due 2011 (the "Original Ten Year Senior Notes") and 12.125% senior
discount notes due 2012 (the "Original Senior Discount Notes" and, collectively
with the Original Eight Year Senior Notes and the Original Ten Year Senior
Notes, the "Original Notes") are not immediately available, (ii) Original Notes,
the Letter of Transmittal and all other required documents cannot be delivered
to The Bank of New York (the "Exchange Agent") on or prior to the Expiration
Date (as defined 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 Exchange Agent. See "The Exchange Offer -- Terms
of the Exchange Offer -- Procedures for Tendering" in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON JUNE , 2002
UNLESS EXTENDED (THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN THE EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE
EXPIRATION DATE HAS BEEN EXTENDED, ORIGINAL NOTES TENDERED PURSUANT TO THE
EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE
WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
<Table>
By Overnight Courier or By Hand:
Registered/Certified Mail: The Bank of New York
The Bank of New York 15 Broad Street -- 16th Floor
Reorganization Unit New York, New York 10007
15 Broad Street -- 16th Floor Attention: Reorg Unit
New York, New York 10007
Attention: Mr. Kin Lau
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By Facsimile:
The Bank of New York
(212) 235-2261
Confirm Receipt of Facsimile by Telephone:
(212) 235-2358
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.
THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to Charter Communications Holdings, LLC, a
Delaware limited liability company, and Charter Communications Holdings Capital
Corporation, a Delaware corporation (together, the "Issuers"), upon the terms
and subject to the conditions set forth in the Prospectus dated May , 2002 (as
the same may be amended or supplemented from time to time, the "Prospectus"),
and the related Letter of Transmittal (which, together with the Prospectus,
constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the
aggregate principal amount (or, in the case of the Original Senior Discount
Notes, the aggregate principal amount at maturity) of Original Notes set forth
below pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Terms of the Exchange Offer --
Procedures for Tendering."
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Aggregate Principal Amount (or Aggregate Principal Amount at Maturity) Tendered:*
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Name(s) of Registered Holder(s):
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Certificate No.(s) (if available):
------------------- Addresses:
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If Original Notes will be tendered
by book-entry transfer, provide
the following information:
Area Code
DTC Account Number: ---------------------------- and Telephone Number(s): -------------------------
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* Original Notes may be tendered in whole or in part in denominations of $1,000 and integral multiples
thereof. All Original Notes held shall be deemed tendered unless a lesser number is specified here.
</Table>
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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, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association (each, an "Eligible Institution"),
hereby guarantees to deliver to the Exchange Agent, at one of its addresses set
forth above, either the Original Notes tendered hereby in proper form for
transfer, or confirmation of the book-entry transfer of such Original Notes to
the 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 properly completed and duly executed Letter(s) of
Transmittal (or manually signed facsimile(s) thereof), or an Agent's Message in
the case of a book-entry delivery, 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 Letter(s) of
Transmittal and the Original Notes tendered hereby to the 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:
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Address:
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Area Code and
Telephone Number:
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(AUTHORIZED SIGNATURE)
Title:
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Name:
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(PLEASE TYPE OR PRINT)
Date:
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NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED
BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY
OTHER REQUIRED DOCUMENTS.
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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 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 Original Notes,
the signature must correspond with the name(s) written on the face of the
Original 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 Original Notes, the signature must correspond with the name shown on the
security position listing as the owner of the Original Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Original 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 Original Notes or signed as the name of the participant
shown on the Book-Entry Transfer Facility's security position listing.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance 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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