ECHOSTAR SATELLITE BROADCASTING CORPORATION
OFFER TO EXCHANGE
$1,000 IN PRINCIPAL AMOUNT OF
13 1/8% SENIOR SECURED DISCOUNT NOTES DUE 2004
FOR
EACH $1,000 IN PRINCIPAL AMOUNT OF
OUTSTANDING 13 1/8% SENIOR SECURED DISCOUNT NOTES DUE 2004
THAT WERE ISSUED AND SOLD IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED
To Our Clients:
Enclosed for your consideration is a Prospectus dated ,
1996 (as the same may be amended or supplemented from time to time (the
"Prospectus") and a form of Letter of Transmittal (the "Letter of Transmittal")
relating to the offer (the "Exchange Offer") by EchoStar Satellite Broadcasting
Corporation (the "Issuer") to exchange up to $580,000,000 in aggregate principal
amount of its 13 1/8% Senior Secured Discount Notes due 2004 (the "Exchange
Notes") for up to $580,000,000 in aggregate principal amount of their
outstanding 13 1/8% Senior Secured Discount Notes due 2004 that were issued and
sold in a transaction exempt from registration under the Securities Act of 1933,
as amended (the "Old Notes").
The material is being forwarded to you as the beneficial owner of Old Notes
carried by us for your account or benefit but not registered in your name. A
tender of any Old Notes may be made only by us as the registered holder and
pursuant to your instructions. Therefore, the Issuer urges beneficial owners of
Old Notes registered in the name of a broker, dealer, commercial bank, trust
company or other nominee to contact such registered holder promptly if they wish
to tender Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender
any or all Old Notes, pursuant to the terms and conditions set forth in the
Prospectus and Letter of Transmittal. We urge you to read carefully the
Prospectus and Letter of Transmittal before instructing us to tender your Old
Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Old 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 , , 1996, unless extended
(the "Expiration Date"). Old Notes tendered pursuant to the Exchange Offer may
be withdrawn, subject to the procedures described in the Prospectus, at any time
prior to the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount
at maturity of the Exchange Notes for each $1,000 principal amount at
maturity of the Old Notes, of which $580,000,000 aggregate principal amount
of the Old Notes was outstanding as of , 1996. The terms of the
Exchange Notes are substantially identical (including principal amount,
interest rate, maturity, security and ranking) to the terms of the Old
Notes, except that the Exchange Notes (i) are freely transferable by
holders thereof (except as provided in the Prospectus) and (ii) are not
entitled to certain registration rights and certain additional interest
provisions which are applicable to the Old Notes under a registration
rights agreement dated as of March 25, 1996 (the "Registration
Rights Agreement") between the Issuer, EchoStar Communications Corporation,
Dish, Ltd. and Direct Broadcast Satellite Corporation, as Guarantors and
Donaldson, Lufkin and Jenrette Securities Corporation and Smith Barney Inc.
as initial purchasers.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS, SEE "THE
EXCHANGE OFFER--CONDITIONS TO THE EXCHANGE OFFER" IN THE PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at 5:00
p.m., New York City time, on , 1996, unless extended.
4. The Issuer has agreed to pay the expenses of the Exchange Offer
except as provided in the Prospectus and the Letter of Transmittal.
5. Any transfer taxes incident to the transfer of Old Notes from the
tendering holder to the Issuer will be paid by the Issuer, except as
provided in the Prospectus and the Letter of Transmittal.
The Exchange Offer is not being made to nor will exchange be accepted from
or on behalf of holders of Old Notes in any jurisdiction in which the making of
the Exchange Offer or the acceptance thereof would not be in compliance with the
laws of such jurisdiction.
If you wish to have us tender any or all of your Old Notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. The accompanying
Letter of Transmittal is furnished to you for informational purposes only and
may not be used by you to tender Old Notes held by us and registered in our name
for your account or benefit.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of EchoStar
Satellite Broadcasting Corporation, including the Prospectus and the Letter of
Transmittal.
This form will instruct you to exchange the aggregate principal amount of
Old Notes indicated below (or, if no aggregate principal amount is indicated
below, all Old Notes) held by you for the account or benefit of the undersigned,
pursuant to the terms and conditions set forth in the Prospectus and Letter of
Transmittal.
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Aggregate Principal Amount of Old Notes to be exchanged
$_______________*
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* I (we) agree that if I (we) sign these ----------------------------------
instruction forms without indicating an
aggregate principal amount of Old Notes ----------------------------------
in the space above, all Old Notes held by Signature(s)
you for my (our) account will be exchanged.
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(Please print name(s) and address
above)
Dated: ___________________, 1996
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(Area Code & Telephone Number)
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(Taxpayer Identification or
Social Security Number)