NOTICE OF GUARANTEED DELIVERY FOR
SFX ENTERTAINMENT, INC.
This form or one substantially equivalent hereto must be used to accept
the Exchange Offer (the "Exchange Offer") of SFX Entertainment, Inc. (the
"Company") made pursuant to the Prospectus, dated , 1999 (the
"Prospectus"), if certificates for outstanding 91/8% Senior Subordinated Notes
due 2008 (the "Notes") of the Company 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 Company prior to 5:00 p.m.,
New York City time, on , 1999, at which time the Exchange Offer and
withdrawal rights will expire (the "Expiration Date"). Such form may be
delivered or transmitted by mail, hand or overnight courier to ChaseMellon
Shareholder Services, L.L.C (the "Exchange Agent") as set forth below. In
addition, in order to utilize the guaranteed delivery procedure to tender the
Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of
Transmittal 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.
Delivery to: ChaseMellon Shareholder Services, L.L.C., the Exchange Agent
By U.S. Mail: By Hand: By Overnight Delivery:
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Road
South Hackensack, NJ 07606 New York, NY 10271 Mail Drop-Reorg
Attn: Reorganization Department Attn: Reorganization Department Ridgefield Park, NJ 07660
Facsimile Number: Confirm Facsimile Only:
(201) 296-4293 (201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
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
Company the aggregate principal amount of Notes set forth below, pursuant to
the guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus.
Aggregate Principal Amount of Notes tendered:
$
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Certificate Nos. (if available):
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Aggregate Principal Amount Represented by
Old Certificates(s):
$
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If Notes will be delivered by book-entry
transfer to The Depository Trust Company,
provide account number.
Account Number
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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.
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PLEASE SIGN HERE
X , 1999
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X , 1999
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Signature(s) of Owners(s) or Date
Authorized Signatory
Area Code and Telephone
Number:
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Must be signed by the holder(s) of Notes as their name(s) appear(s) on
certificates for 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.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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Address(es):
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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
aggregate principal amount of Notes tendered hereby in proper form for
transfer, or timely confirmation of the book-entry transfer of such Notes into
the Exchange Agent's account at The Depository Trust Company pursuant to the
procedures set forth in "The Exchange Offer-Guaranteed Delivery Procedures"
section of the Prospectus, 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 date
of execution hereof.
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Name of Firm Authorized Signature
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- ------------------------------------- Title
Address
Name:
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City State Zip Code (Please Type or Print)
Area Code and Tel. No. Dated:
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NOTE: DO NOT SEND CERTIFICATES FOR NOTES WITH THIS FORM. CERTIFICATES FOR NOTES
SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.