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EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
for Tender of
11 1/4% Senior Notes Due 2006
(including those in book-entry form)
of
INTERMEDIA PARTNERS IV, CAPITAL CORP.
and
INTERMEDIA CAPITAL PARTNERS IV, L.P.
This form or one substantially equivalent hereto must be used to accept
the Exchange Offer of InterMedia Partners IV, Capital Corp. and InterMedia
Capital Partners IV, L.P. (the "Issuers") made pursuant to the Prospectus, dated
____________, 1996 (the "Prospectus"), if certificates for the outstanding 11
1/4% Senior Notes Due 2006 of the Issuers (the "Old Notes") are not immediately
available or if the procedure for book-entry transfer cannot be completed on a
timely basis or time will not permit all required documents to reach the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date of
the Exchange Offer. Such form may be delivered or transmitted by facsimile
transmission, mail or hand delivery to The Bank of New York (the "Exchange
Agent") as set forth below. In addition, in order to utilize the guaranteed
delivery procedure to tender Old Notes pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal (or facsimile thereof) must
also be received by the Exchange Agent prior to 5:00 p.m., New York City time,
on the Expiration Date. Capitalized terms not defined herein are defined in
the Prospectus.
The Bank of New York, Exchange Agent.
By Mail:
The Bank of New York
101 Barclay Street - 7E
New York, New York 10286
Attention: Enrique Lopez
By Hand or Overnight Courier:
The Bank of New York
101 Barclay Street-Lobby Level
Corporate Trust Services Window
New York, New York 10286
Attention: Enrique Lopez
By Facsimile:
(212) 571-3080
Attention: Enrique Lopez
Confirm by Telephone:
(212) 815-2742
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 conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Issuers the principal amount of Old Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer - Guaranteed
Delivery Procedures" section of the Prospectus.
Principal Amount of Old Notes Tendered:*
$________________________________________________
2
Certificate Nos. (if available):
_________________________________________________
Total Principal Amount Represented by
Certificate(s):
$________________________________________________
*Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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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 Owners(s) Date
or Authorized Signatory
Area Code and Telephone Number:________________________________________________
Must be signed by the holder(s) of Old Notes 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 other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below. If Old Notes will be delivered by book-entry
transfer to The Depository Trust Company, provide account number.
Please print name(s) and addresses)
Name(s): ____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
Capacity: ____________________________________________________________
____________________________________________________________
Address (es): ____________________________________________________________
____________________________________________________________
Account Number: ____________________________________________________________
____________________________________________________________
Account Number: ____________________________________________________________
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a financial institution (including most banks, savings
and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that the undersigned will deliver to the Exchange Agent the
certificates representing the Old Notes being tendered hereby or confirmation of
book-entry transfer of such Old Notes into the Exchange Agent's account at The
Depository Trust Company, in proper form for transfer, together with any other
documents required by the Letter of Transmittal within three New York Stock
Exchange trading days after the Expiration Date.
Name of Firm ____________________________________________________________
Address ____________________________________________________________
____________________________________________________________
Area Code & Telephone No. ___________________________________________________
Authorized Signature ________________________________________________________
Name ________________________________________________________________________
(Please Type or Print)
Title ____________________________________________________________________
Dated ________________________
NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM. CERTIFICATES OF OLD
NOTES SHOULD BE SENT ONLY WITH A COPY OF THE PREVIOUSLY EXECUTED LETTER OF
TRANSMITTAL
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