SFX ENTERTAINMENT, INC.
OFFER TO EXCHANGE ALL
OUTSTANDING 9-1/8% SENIOR SUBORDINATED NOTES DUE 2008
FOR
REGISTERED 9-1/8% SENIOR SUBORDINATED NOTES DUE 2008
TO OUR CLIENTS:
Enclosed for your consideration is a Prospectus, dated , 1999 (the
"Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of SFX
Entertainment, Inc. (the "Company"), to exchange (the "Exchange Offer") $1,000
principal amount of its 91/8% Senior Subordinated Notes due 2008 (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as
amended, pursuant to a registration statement of which the Prospectus is part
for each $1,000 principal amount of its outstanding 91/8% Senior Subordinated
Notes due 2008 (the "Notes") of which $200.0 million in aggregate principal
amount are outstanding as of the date hereof. The Exchange Offer is made upon
the terms and subject to the conditions described in the Prospectus and the
Letter of Transmittal. The Exchange Offer is being made in order to satisfy
certain obligations of the Company contained in the Registration Rights
Agreement dated November 25, 1998, among the Company, the guarantors described
therein, Morgan Stanley & Co. Incorporated, Lehman Brothers Inc., BancBoston
Robertson Stephens Inc. and BNY Capital Markets, Inc. (the "Initial
Purchasers").
This material is being forwarded to you as the beneficial owner of the
Notes carried by us in your account but not registered in your name. A tender
of such Notes may only be made by us as the holder of record and pursuant to
your instructions.
Accordingly, we request instructions as to whether you wish us to tender
on your behalf the Notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on . 1999. Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all of the outstanding Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer--Certain Conditions to
the Exchange Offer."
3. Any transfer taxes incident to the transfer of Notes from the holder to
the Company will be paid by the Company, except as otherwise provided in the
Instructions in the Letter of Transmittal.
4. The Exchange Offer and withdrawal rights expire at 5:00 p.m., New York
City time, on , 1999, unless extended by the Company in its sole
discretion.
If you wish to have us tender your Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY
AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER NOTES.
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by SFX
Entertainment, Inc. with respect to the Notes.
This will instruct you to tender the Notes held by you for the account of
the undersigned, upon and subject to the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.
Please tender the Notes held by you for my account as indicated below:
PRINCIPAL AMOUNT OF NOTES
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9-1/8% Senior Subordinated Notes due
2008.................................
[ ] Please do not tender any Notes
held by you for my account.
Dated: , 1999
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Signature(s)
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Please print name(s) here
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Address(es)
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Area Code and Telephone Number
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Tax Identification or
Social Security No(s).
None of the Notes held by us for your account will be tendered unless we
receive written instructions from you to do so. Unless a specific contrary
instruction is given in the space provided, your signature(s) hereon shall
constitute an instruction to us to tender all the Notes held by us for your
account.