NOTICE OF GUARANTEED DELIVERY FOR
KATZ MEDIA CORPORATION
As set forth in the Prospectus dated ____________, 1997 the
("Prospectus") of Katz Media Corporation (the "Company") and 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 Company's offer to exchange (the "Exchange Offer") all of its
outstanding 10 1/2% Series A Senior Subordinated Notes due 2007 (the "Old
Notes") for its 10 1/2% Series B Senior Subordinated Notes due 2007 (the "New
Notes"), which have been registered under the Securities Act of 1933, as
amended, if certificates for the Old Notes are not immediately available or if
the Old Notes, the Letter of Transmittal or any other documents required
thereby cannot be delivered to the Exchange Agent, or the procedure for
book-entry transfer cannot be completed, prior to 5:00 p.m., New York City
time, on the Expiration Date (as defined herein). This form may be delivered by
an Eligible Institution by hand or transmitted by facsimile transmission,
overnight courier or mail to the Exchange Agent as set forth below. Capitalized
terms used but not defined herein have the meaning given to them in the
Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
____________1997, UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION
DATE"). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
TO: AMERICAN STOCK TRANSFER & TRUST COMPANY
By Hand/Overnight Courier:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
Attn: Reorganization Department
BY Facsimile:
(718) 234-5001
Confirm by Telephone:
(800) 937-5449
For Information:
(800) 937-5449
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and subject to the conditions set forth in the
Prospectus and the accompanying Letter of Transmittal (which together
constitute the "Exchange Offer"), the undersigned hereby tenders to the
Company, receipt of which is hereby acknowledged, the principal amount of Old
Notes set forth below, pursuant to the guaranteed delivery procedures set forth
in the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
Principal Amount of Outstanding Notes Tendered:*
$_______________________________ If the Old Notes will be delivered by
Certificate Nos. (if available): book-entry transfer to The Depository Trust
Company, provide account number.
___________________________________
Total Principal Amount Represented by
Outstanding Notes:
$_____________________________________ Account Number_______________________
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE
THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE
UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
PLEASE SIGN HERE
X_______________________________________________ __________________________
X_______________________________________________ __________________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:_____________________
Must be signed by the registered holder(s) of Old Notes exactly as
their name(s) appear(s) on certificates for Old Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or the person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): _____________________________________________________________________
Capacity:_____________________________________________________________________
Address(es):__________________________________________________________________
GUARANTEE
The undersigned, a member of a registered national securities
exchange, or a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an office or correspondent in the
United States, hereby guarantees that the certificates representing the
principal amount of Old Notes tendered hereby in proper form for transfer, or
timely confirmation of the book-entry transfer of such Old Notes into the
Exchange Agent's account at The Depository Trust Company pursuant to the
procedures set forth in the Prospectus under "The Exchange Offer--Guaranteed
Delivery Procedures," together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof) with any
required signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than three New York Stock Exchange trading days after the
Expiration Date.
_______________________________________ _________________________________
Name of Firm Authorized Signature
_______________________________________ _________________________________
Address Title
_______________________________________ Name: __________________________
(Please Type or Print)
Area Code and Tel. No.: _______________ Dated: _________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.