<PAGE>
NOTICE OF GUARANTEED DELIVERY
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
As set forth in the Prospectus (as defined), this form or one substantially
equivalent hereto must be used to accept the Exchange Offer (i) if certificates
for unregistered 13.75% Senior Notes due 2010 (the "Old Notes") of PF.Net
Communications, Inc., a Delaware corporation (the "Company"), are not
immediately available, (ii) time will not permit a holder's Old Notes or other
required documents to reach United States Trust Company of New York (the
"Exchange Agent") on or prior to the Expiration Date (as defined) or (iii) the
procedure for book-entry transfer cannot be completed on a timely basis. This
form may be delivered by facsimile transmission, registered or certified mail,
by hand or by overnight delivery service to the Exchange Agent. See "The
Exchange Offer--Procedures for Tendering" in the Prospectus.
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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:
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<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
Bowling Green Station New York, NY 10004-2304 United States Trust Company
New York, NY 10274-0084 of New York
Reference: PF.Net Reference: PF.Net 30 Broad Street, 14th Floor
Communications, Inc. Communications, Inc. New York, NY 10004-2304
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 NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR TRANSMISSION
OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject to
the conditions set forth in the Prospectus dated , 2000 (as the same may
be amended or supplemented from time to time, the "Prospectus"), and the related
Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate
principal amount of Old Notes set forth below pursuant to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures."
Name(s) of Registered Holder(s): _______________________________________________
Aggregate Principal Amount Tendered: $ _________________________________________
Certificate No.(s) (if available): _____________________________________________
(Total Principal Amount Represented by
Old Notes Certificate(s)): _____________________________________________________
$ ______________________________________________________________________________
If Old Notes will be tendered by book-entry transfer, provide the following
information;
DTC Account Number: ____________________________________________________________
Date: __________________________________________________________________________
* Must be in denominations of $1,000 and any integral multiple thereof.
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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<PAGE>
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PLEASE SIGN HERE
X __________________________________________________________________________
X __________________________________________________________________________
SIGNATURE(S) OR OWNER(S) OR AUTHORIZED SIGNATORY DATE
Area Code and Telephone Number: ____________________________________________
Must be signed by the holder(s) of the Old Notes as their name(s)
appear(s) on certificates for Old 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): ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Capacity: __________________________________________________________________
Address(es): _______________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
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THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.
<PAGE>
GUARANTEE
(Not to be Used for Signature Guarantee)
The undersigned, a member of or participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Signature Program or a
firm or other identity identified in Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended, as an "eligible guarantor institution," including (as
such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities broker, municipal securities dealer, government securities broker,
government securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or learning agency; or (v) a savings
association that is a participant in a Securities Transfer Association
recognized program (each of the foregoing being referred to as an "Eligible
Institution"), hereby guarantees to deliver to the Exchange Agent, at one of its
addresses set forth above, either the Old Notes to the Exchange Agent's account
at The Depositary Trust Company, pursuant to the procedures for book-entry
transfer set forth in the Prospectus, within three New York Stock Exchange, Inc.
trading days after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Old Notes tendered
hereby to the Exchange Agent within the time period set forth above and that
failure to do so could result in a financial loss to the undersigned.
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<S> <C>
Name of Firm Authorized Signature
Address Title
Zip Code (Please Type or Print)
Area Code and Telephone No.: Dated:
</TABLE>
Note: Do not send certificates for old notes with this form.
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