<PAGE>
LETTER OF TRANSMITTAL
TO TENDER
UNREGISTERED 13.75% SENIOR NOTES DUE 2010
(INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
PF.NET COMMUNICATIONS, INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED , 2000
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON , 2000 (THE "EXPIRATION DATE"),
UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
United States Trust Company of New York
DELIVER TO:
<TABLE>
<S> <C> <C>
BY REGISTERED OR CERTIFIED BY HAND DELIVERY TO 4:30 BY OVERNIGHT COURIER
MAIL: P.M.: AND BY HAND DELIVERY
United States Trust Company United States Trust Company AFTER 4:30 P.M.
of New York of New York ON EXPIRATION DATE:
P.O. Box 84 30 Broad Street, B-Level United States Trust Company
Bowling Green Station New York, NY 10004-2304 of New York
New York, NY 10274-0084 Reference: PF.Net 30 Broad Street, 14th Floor
Reference: PF.Net Communications, Inc. New York, NY 10004-2304
Communications, Inc. BY FACSIMILE:
(Eligible Institutions Only)
(212) 422-0183 OR
(646) 458-8104
Reference: PF.Net
Communications, Inc.
FOR INFORMATION OR
CONFIRMATION BY TELEPHONE:
(800) 548-6565
</TABLE>
Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand or by overnight delivery service.
Delivery of this letter of transmittal to an address or transmission of
instructions via facsimile other than as set forth above will not constitute a
valid delivery.
If you wish to exchange unregistered 13.75% Senior Notes due 2010 (The "Old
Notes"), for an equal aggregate principal amount of registered 13.75% Senior
Notes due 2010 (The "New Notes"), pursuant to the exchange offer, you must
validly tender (and not withdraw) old Notes to the exchange agent prior to the
expiration date.
SIGNATURES MUST BE PROVIDED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THIS LETTER OF TRANSMITTAL
<PAGE>
This Letter of Transmittal is to be completed by holders of Old Notes either
if Old Notes are to be forwarded herewith or if tenders of Old Notes are to be
made by book-entry transfer to an account maintained by United States Trust
Company of New York (the "Exchange Agent") at The Depository Trust Company
pursuant to the procedures set forth in "The Exchange Offer--Procedures for
Tendering" in the Prospectus (as defined).
Holders of Old Notes whose certificates for such Old Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date or
who cannot complete the procedures for book-entry transfer on a timely basis,
must tender their Old Notes according to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus.
<TABLE>
<S> <C> <C>
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DESCRIPTION OF TENDERED OLD NOTES
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NAMES(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) CERTIFICATE
AS IT APPEARS ON THE 13.75% SENIOR NOTES DUE 2010 NUMBER(S)
(PLEASE FILL IN, IF BLANK) OF OLD NOTES AGGREGATE
PRINCIPAL AMOUNT
OF OLD NOTES
TENDERED
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-------------------------------
-------------------------------
-------------------------------
-------------------------------
-------------------------------
-------------------------------
-------------------------------
TOTAL PRINCIPAL
AMOUNT OF OLD
NOTES TENDERED
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</TABLE>
<PAGE>
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
/ / CHECK HERE AND ENCLOSE A COPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s) _______________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
If Guaranteed Delivery is to be made By Book-Entry Transfer:
Name of Tendering Institution ______________________________________________
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
/ / CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON- EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT
NUMBER SET FORTH ABOVE.
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
<PAGE>
Ladies and Gentlemen:
1 The undersigned hereby tenders to PF.Net Communications, Inc., a Delaware
corporation (the "Company"), the Old Notes, described above pursuant to the
Company's offer of $1,000 principal amount of the New Notes, in exchange for
each $1,000 principal amount of the Old Notes, upon the terms and subject to the
conditions contained in the Prospectus dated , 2000 (the "Prospectus"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which together constitute the "Exchange Offer").
2 The undersigned hereby represents and warrants that it has full authority
to tender the Old Notes described above. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Company to be
necessary or desirable to complete the tender of Old Notes.
3 The undersigned understands that the tender of the Old Notes pursuant to
all of the procedures set forth in the Prospectus will constitute an agreement
between the undersigned and the Company as to the terms and conditions set forth
in the Prospectus.
4 Unless the box under the heading "Special Registration Instructions" is
checked, the undersigned hereby represents and warrants that;
(i) the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned and any
beneficial owner of the Old Notes (a "Beneficial Owner");
(ii) neither the undersigned nor any Beneficial Owner is engaging in or
intends to engage in a distribution of such New Notes;
(iii) neither the undersigned nor any Beneficial Owner has an
arrangement or understanding with any person to participate in the
distribution of such New Notes;
(iv) if the undersigned or any Beneficial Owner is a resident of the
State of California, it falls under the self-executing institutional
investor exemption set forth under Section 25102(i) of the Corporate
Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California
Blue Sky Regulations;
(v) if the undersigned or any Beneficial Owner is a resident of the
Commonwealth of Pennsylvania, it falls under the self-executing
institutional investor exemption set forth under Sections 203(c),
102(d) and (k) of the Pennsylvania Securities Act of 1972, Section 102.111
of the Pennsylvania Blue Sky Regulations and an interpretive opinion dated
November 16, 1985;
(vi) the undersigned and each Beneficial Owner acknowledges and agrees
that any person who is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or is participating
in the Exchange Offer for the purpose of distributing the New Notes must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction of the New
Notes or interests therein acquired by such person and cannot rely on the
position of the staff of the Commission set forth in certain no-action
letters;
(vii) the undersigned and each Beneficial Owner understands that a
secondary resale transaction described in clause (vi) above and any resales
of New Notes or interests therein obtained by such holder in exchange for
Old Notes or interests therein originally acquired by such holder directly
from the Company should be covered by an effective registration statement
containing the selling security holder information required by Item 507 or
Item 508, as applicable, of Regulation S-K of the Commission; and
(viii) neither the holder nor any Beneficial Owner is an "affiliate," as
such term is defined under Rule 405 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), of the Company. Upon request by the
Company, the undersigned or Beneficial Owner will deliver to the Company a
legal opinion confirming it is not such an affiliate.
<PAGE>
5 The undersigned may, IF AND ONLY IF UNABLE TO MAKE ALL OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ITEM 4 ABOVE, elect to have its Old
Notes registered in the shelf registration described in the Registration Rights
Agreement, dated as of May 10, 2000, between the Company, UBS Warburg LLC and
Credit Suisse First Boston Corporation, as initial purchasers, in the form filed
as an exhibit to the registration statement of which the Prospectus is a part.
Such election may be made by checking the box under "Special Registration
Instructions" on page 7. By making such election, the undersigned agrees,
jointly and severally, as a holder of transfer restricted securities
participating in a shelf registration, to indemnify and hold harmless the
Company, its agents, employees, directors and officers and each Person who
controls the Company, within the meaning of Section 15 of the Securities Act or
Section 20 (a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), against any and all losses, claims, damages and liabilities whatsoever
(including, without limitation, the reasonable legal and other expenses actually
incurred in connection with any suit, action or proceeding or any claim
asserted) arising out of or based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in the shelf registration
statement filed with respect to such Old Notes or the Prospectus or in any
amendment thereof or supplement thereto or (ii) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the extent,
that any such loss, claim, damage or liability arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with information relating to the
undersigned furnished to the Company in writing by or on behalf of the
undersigned expressly for use therein. Any such indemnification shall be
governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses set
forth therein. The above summary of the indemnification provision of the
Registration Rights Agreement is not intended to be exhaustive and is qualified
in its entirety by reference to the Registration Rights Agreement.
6 If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes that were acquired as a result of market-
making activities or other trading activities, it acknowledges that it will
deliver a prospectus in connection with any resale of such New Notes, however,
by so acknowledging and delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. If the undersigned is a broker-dealer and Old Notes held for its own
account were not acquired as a result of market-making or other trading
activities, such Old Notes cannot be exchanged pursuant to the Exchange Offer.
7 Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.
8 Unless otherwise indicated herein under "Special Delivery Instructions,"
the certificates for the New Notes will be issued in the name of the
undersigned.
<PAGE>
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 1)
To be completed ONLY IF the New Notes are to be issued or sent to
someone other than the undersigned or to the undersigned at an address other
than that provided above.
Mail / / Issue / / (check appropriate boxes) certificates to:
Name: ______________________________________________________________________
(Please Print)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Including Zip Code)
SPECIAL REGISTRATION INSTRUCTIONS
(SEE ITEM 5)
To be completed ONLY IF (i) the undersigned satisfies the conditions set
forth in Item 5 above, (ii) the undersigned elects to register its Old Notes
in the Shelf Registration described in the Registration Rights Agreement and
(iii) the undersigned agrees to indemnify certain entities and individuals
as set forth in the Registration Rights Agreement and summarized in Item 5
above.
/ / By checking this box the undersigned hereby (i) represents that it is
unable to make all of the representations and warranties set forth in Item 4
above, (ii) elects to have its Old Notes registered pursuant to the shelf
registration described in the Registration Rights Agreement and
(iii) agrees to indemnify certain entities and individuals identified in,
and to the extent provided in, the Registration Rights Agreement and
summarized in Item 5 above.
2
<PAGE>
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SIGNATURE
To be completed by all exchanging noteholders. Must be signed by
registered holder exactly as name appears on Old Notes. If signature is by
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 3.
X __________________________________________________________________________
X __________________________________________________________________________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATURE
Dated: _____________________________________________________________________
Names(s): __________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.: _______________________________________________
SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 1)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
____________________________________________________________________________
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
__________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE)
OF FIRM)
__________________________________________________________________________
(AUTHORIZED SIGNATURE)
__________________________________________________________________________
(PRINTED NAME)
__________________________________________________________________________
(TITLE)
Dated: _____________________________________________________________________
____________________________________________________________________________
PLEASE READ THE FOLLOWING INSTRUCTIONS,
WHICH FORM A PART OF THIS LETTER OF TRANSMITTAL
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<PAGE>
INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must be
guaranteed by an eligible guarantor institution that is a member of or
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or by an "eligible guarantor
institution" within the meaning of Rule l7Ad-15 promulgated under the Exchange
Act (an "Eligible Institution") unless the box entitled "Special Registration
Instructions" or "Special Delivery Instructions" above has not been completed or
the Old Notes described above are tendered for the account of an Eligible
Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD NOTES. The Old Notes, together
with a properly completed and duly executed Letter of Transmittal (or copy
thereof), should be mailed or delivered to the Exchange Agent at the address set
forth above.
THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO
LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY
REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, OR
NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
3. SIGNATURE ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If this
Letter of Transmittal is signed by a person other than a registered holder of
any Old Notes, such Old Notes must be endorsed or accompanied by appropriate
bond powers, signed by such registered holder exactly as such registered
holder's name appears on such Old Notes.
If this Letter of Transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations, or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.
4. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance, and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding on all parties. The Company reserves the absolute
right to reject any or all Old Notes not properly tendered or any Old Notes the
Company's acceptance of which would, in the opinion of counsel for the Company,
be unlawful. The Company also reserves the right to waive any defects,
irregularities, or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
of Old Notes must be cured within such time as the Company shall determine.
Neither the Company, the Exchange Agent, nor any other person shall be under any
duty to give notification of defects in such tenders or shall incur any
liability for failure to give such notification. Tenders of Old Notes will not
he deemed to have been made until such defects or irregularities have been cured
or waived. Any Old Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering holder thereof as
soon as practicable following the Expiration Date.
