NOTICE OF GUARANTEED DELIVERY
FOR
8.375% SERIES A SENIOR DEBENTURES DUE 2010
9.285% SERIES A SENIOR DISCOUNT DEBENTURES DUE 2010
OF
FALCON HOLDING GROUP, L.P.
FALCON FUNDING CORPORATION
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Falcon Holding Group, L.P. and Falcon Funding Corporation
(collectively, the "Issuers") made pursuant to the Prospectus dated July ____,
1998 (the "Prospectus") if Holders of certificates for the 8.375% Series A
Senior Debentures due 2010 (the "Old Senior Debentures") and 9.285% Series A
Senior Discount Debentures due 2010 (the "Old Senior Discount Debentures" and,
collectively with the Old Senior Debentures, the "Old Debentures") who wish to
tender their Old Debentures but whose Old Debentures are not immediately
available and who cannot deliver their certificates for Old Debentures (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 Prospectus). Such form may be delivered
by hand or transmitted by facsimile transmission, overnight courier or mail to
the Exchange Agent. Capitalized terms used but not defined herein have the
meaning given to them in the Prospectus.
To: U.S. Trust Company of New York, the Exchange Agent
BY REGISTERED OR CERTIFIED MAIL: BY OVERNIGHT COURIER:
- --------------------------------------------- ---------------------------------------------
U.S. Trust Company of New York U.S. Trust Company of New York
P.O. Box 844 770 Broadway
Cooper Station New York, New York 10003
New York, New York 10276-0844 Attn: Corporate Trust, 13th Floor
BY HAND: BY FACSIMILE:
- --------------------------------------------- ---------------------------------------------
U.S. Trust Company of New York (212) 780-0592
111 Broadway, Lower Level
Corporation Trust Window Confirm by telephone:
New York, New York 10006 (800) 548-6565
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 Debentures 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 Falcon Holding Group, L.P. and Falcon
Funding Corporation (collectively, 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, $____________ principal amount of Old Senior Debentures and
$_______________ principal amount at maturity of Old Senior Discount Debentures
pursuant to the guaranteed delivery procedures set forth in Instruction 2 of the
Letter of Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
OLD SENIOR DEBENTURES
Certificate No(s). for Old Senior Name(s) of Record Holder(s)
Debentures (if available)
- -------------------------------------------- --------------------------------------------
- -------------------------------------------- --------------------------------------------
Please Print or Type
Address
--------------------------------------------
Telephone. No. ()
Signature(s)
--------------------------------------------
Dated:
OLD SENIOR DISCOUNT DEBENTURES
Certificate No(s). for Old Senior Name(s) of Record Holder(s)
Debentures (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 Debentures tendered
hereby within the meaning of Rule 10b-4 under the Exchange Act, (b) represents
that such tender of Old Debentures complies with Rule 10b-4 under the Exchange
Act and (c) guarantees that delivery to the Exchange Agent of certificates for
the Old Debentures 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: , 1998
NOTE: DO NOT SEND OLD DEBENTURES WITH THIS FORM; OLD DEBENTURES 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.