Notice of Guaranteed Delivery
for
11 7/8% SENIOR DISCOUNT NOTES DUE 2007, SERIES B
of
FRONTIERVISION HOLDINGS, L.P.
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
This form or one substantially equivalent hereto must be used to accept
the Exchange Offer of FrontierVision Holdings, L.P. and FrontierVision Holdings
Capital II Corporation (the "Issuers") made pursuant to the Prospectus dated
April 29, 1999 (the "Prospectus") if Holders of certificates for the 11 7/8%
Senior Discount Notes Due 2007, Series B (the "Old Notes") who wish to tender
their Old Notes but whose Old Notes are not immediately available and who cannot
deliver their certificates for Old Notes (or comply with the procedures for
book-entry transfer prior to the Expiration Date), the Letter of Transmittal and
any other documents required by the Letter of Transmittal to the Exchange Agent
prior to 5:00 P.M., New York City time, on the Expiration Date (as defined in
the Letter of Transmittal). Such form may be delivered by hand or transmitted by
facsimile transmission, overnight courier or mail to the Exchange Agent. Certain
capitalized terms used but not defined herein have the meaning given to them in
the Prospectus.
To: U.S. Bank Trust National Association, the Exchange Agent
By Registered or Certified Mail: By Overnight Courier:
U.S. Bank Trust National Association U.S. Bank Trust National Association
180 East 5th Street 180 East 5th Street
St. Paul, Minnesota 55101 St. Paul, Minnesota 55101
Attn: Special Finance (SPFT0414) Attn: Special Finance (SPFT0414)
By Hand: By Facsimile:
U.S. Bank Trust National Association (651) 244-1537
180 East 5th Street, 4th Floor Attn: Special Finance (SPFT0414)
Bond Drop Window
St. Paul, Minnesota 55101 Confirm by telephone:
Attn: Special Finance (SPFT0414) (800) 934-6802
Delivery of this instrument to an address, or transmission of
instructions via a facsimile other than as set forth above, does not constitute
a valid delivery.
This form is not to be used to guarantee signatures. If a signature on
the Letter of Transmittal to be used to tender Old Notes 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 Letter
of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to FrontierVision Holdings, L.P. and
FrontierVision Holdings Capital II Corporation (the "Issuers"), upon the terms
and subject to the conditions set forth in the Prospectus and the Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, ____________ (number of Old Notes) Old Notes pursuant to
the guaranteed delivery procedures set forth in Instruction 2 of the Letter of
Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Old Notes Name(s) of Record Holder(s)
(if available)
________________________________ ___________________________________
________________________________ ___________________________________
Please Print or Type
Address ___________________________
___________________________________
Telephone. No.( )_________________
Signature(s)_______________________
___________________________________
Dated: ____________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a)
represents that the above named person(s) "own(s)" the Old Notes tendered hereby
within the meaning of Rule 10b-4 under the Exchange Act, (b) represents that
such tender of Old Notes complies with Rule 10b-4 under the Exchange Act and (c)
guarantees that delivery to the Exchange Agent of certificates for the Old Notes
tendered hereby, in proper form for transfer, with delivery of a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) with any required signature and any other required documents, will be
received by the Exchange Agent at one of its addresses set forth above within
five business days after the Exchange Date.
Name of Firm_______________________ _________________________________
Authorized Signature
Address____________________________ Name_____________________________
Please Print or Type
___________________________________ Title____________________________
Zip Code
Telephone. No.( )_________________ Date: ___________________________
Dated: , 1999
NOTE: DO NOT SEND OLD NOTES WITH THIS FORM; OLD NOTES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN
FIVE BUSINESS DAYS AFTER THE EXPIRATION DATE.