NOTICE OF GUARANTEED DELIVERY
IN RESPECT OF
10% SENIOR SUBORDINATED NOTES DUE 2004
OF
COMMUNICATIONS INSTRUMENTS, INC.
PURSUANT TO THE PROSPECTUS DATED FEBRUARY 2, 1998
The Exchange Agent for the Exchange Offer is:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By Registered or Certified Mail: By Overnight Courier:
Norwest Bank Minnesota, National Norwest Bank Minnesota, National
Association Association
P.O. Box 1517 Norwest Center
Minneapolis, Minnesota 55480-1517 6th and Marquette Avenue
Minneapolis, Minnesota 55479-0113
By Hand: By Facsimile Transmission:
Norwest Bank Minnesota, National (for Eligible Institutions Only)
Association (612) 667-4927
Norwest Center
6th and Marquette Avenue Confirm by Telephone: (612) 667-9764
Minneapolis, Minnesota 55479-0113
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE VALID DELIVERY.
As set forth in the Prospectus dated February 2, 1998 (as it may be
supplemented and amended from time to time, the "Prospectus") of
Communications Instruments, Inc. (the "Company") under "The Exchange Offer--
Guaranteed Delivery Procedures," and in the Instructions to the related Letter
of Transmittal (the "Letter of Transmittal"), this form, or one substantially
equivalent hereto, or an Agent's Message relating to the guaranteed delivery
procedures, must be used to accept the Company's offer (the "Exchange Offer")
to exchange any and all of its outstanding 10% Senior Subordinated Notes due
2004 (the "Notes"), for new 10% Senior Subordinated Notes due 2004, Series B
(the "Exchange Notes"), if time will not permit the Letter of Transmittal,
certificates representing such Notes and other required documents to reach the
Exchange Agent, or the procedures for book-entry transfer cannot be completed,
on or prior to the Expiration Date (as defined).
This form must be delivered by an Eligible Institution (as defined herein)
by mail or hand delivery or transmitted via facsimile to the Exchange Agent as
set forth above. If a signature on the Letter of Transmittal is required to be
guaranteed by a Medallion Signature Guarantor under the instructions thereto,
such signature guarantee must appear in the applicable space provided in the
Letter of Transmittal. This form is not to be used to guarantee signatures.
Questions and requests for assistance and requests for additional copies of
the Prospectus may be directed to the Exchange Agent at the address above.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON MARCH 5, 1998, UNLESS EXTENDED ("THE EXPIRATION DATE").
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount of
the Notes specified below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures" and in Instruction 2 to the Letter of Transmittal. The undersigned
hereby authorizes the Exchange Agent to deliver this Notice of Guaranteed
Delivery to the Company with respect to the Notes tendered pursuant to the
Exchange Offer.
The undersigned understands that Notes will be exchanged only after timely
receipt by the Exchange Agent of (i) such Notes, or a Book-Entry Confirmation,
and (ii) a Letter of Transmittal (or a manually signed facsimile thereof),
including by means of an Agent's Message, of the transfer of such Notes into
the Exchange Agent's account at the Book-Entry Transfer Facility, with respect
to such Notes, properly completed and duly executed, with any signature
guarantees and any other documents required by the Letter of Transmittal
within three New York Stock Exchange, Inc. trading days after the execution
hereof. The undersigned also understands that 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.
The undersigned understands that tenders of Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof. The
undersigned also understands that tenders of Notes may be withdrawn at any
time prior to the Expiration Date.
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 upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Prospectus.
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PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) Date: _______________________________
or
Authorized Signatory: _______________ Address: ____________________________
_____________________________________ _____________________________________
_____________________________________
Area Code and Telephone No. _________
Name(s) of Registered Holder(s): ____
_____________________________________ If Notes will be delivered by book-
_____________________________________ entry transfer, check book-entry
transfer facility below:
Principal Amount of Notes Tendered: _
_____________________________________ [_] The Depository Trust Company
Certificate No.(s) of Notes Depository
(if available) ______________________ Account No. _________________________
This Notice of Guaranteed Delivery must be signed by the holder(s) exactly
as their name(s) appear(s) on certificate(s) for Notes or on a security
position listing as the owner of Notes, or by person(s) authorized to become
Holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery without alteration, enlargement or any change
whatsoever. 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(s): ____________________________________________________________________
_____________________________________________________________________________
Capacity: ___________________________________________________________________
Address(es): ________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock
Exchange, Inc. Medallion Signature Program (each, an "Eligible
Institution"), hereby (i) represents that the above-named persons are deemed
to own the Notes tendered hereby within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended ("Rule
14e-4"), (ii) represents that such tender of Notes complies with Rule 14e-4
and (iii) guarantees that the Notes tendered hereby are in proper form for
transfer (pursuant to the procedures set forth in the Prospectus under "The
Exchange Offer--Guaranteed Delivery Procedures"), and that the Exchange
Agent will receive (a) such Notes, or a Book-Entry Confirmation of the
transfer of such Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility and (b) a properly completed and duly executed Letter of
Transmittal or facsimile thereof (or Agent's message) with any required
signature guarantees and any other documents required by the Letter of
Transmittal within three New York Stock Exchange, Inc. trading days after
the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal
and Notes to the Exchange Agent within the time period shown herein. Failure
to do so could result in a financial loss to such Eligible Institution.
Name of Firm: _______________________________________________________________
Authorized Signature: _______________________________________________________
Title: ______________________________________________________________________
Address: ____________________________________________________________________
_____________________________________________________________________________
(Zip Code)
Area Code and Telephone Number: _____________________________________________
Dated: ________________________, 1997
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