PANAMSAT CORPORATION
EXCHANGE OFFER FOR ALL OUTSTANDING
8 1/2% SENIOR NOTES DUE 2012
IN EXCHANGE FOR NEW
8 1/2% SENIOR NOTES DUE 2012
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
PanAmSat Corporation (the "Issuer") is offering, upon and subject to the
terms and conditions set forth in the prospectus dated [ ], 2002 (the
"Prospectus"), and the enclosed letter of transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 8 1/2% Senior Notes due
2012, which have been registered under the Securities Act of 1933, as amended,
for its outstanding 8 1/2% Senior Notes due 2012 (the "Old Notes"). The Exchange
Offer is being made in order to satisfy certain obligations of the Issuer
contained in the registration rights agreement in respect of the Old Notes,
dated January 25, 2002, by and among the Issuer and the guarantors and initial
purchasers referred to therein.
We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated [ ], 2002;
2. A Letter of Transmittal relating to the Old Notes for your use and
for the information of your clients;
3. A Notice of Guaranteed Delivery relating to the Old Notes which is
to be used to accept the Exchange Offer if certificates for Old Notes are
not immediately available or time will not permit all required documents to
reach the Exchange Agent prior to the Expiration Date (as defined below) or
if the procedure for book-entry transfer cannot be completed on a timely
basis;
4. A form of letter which may be sent to your clients for whose
account you hold Old Notes registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer; and
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED BY THE ISSUER
(THE "EXPIRATION DATE"). OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY
BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal relating to the Old Notes (or facsimile thereof
or Agent's Message in lieu thereof), with any required signature guarantees and
any other required documents, should be sent to the Exchange Agent and
certificates representing the Old Notes, or a timely confirmation of a
book-entry transfer of such Old Notes, should be delivered to the Exchange
Agent, all in accordance with the instructions set forth in the Letter of
Transmittal and the Prospectus.
If a registered holder of Old Notes desires to tender, but such Old Notes
are not immediately available, or time will not permit such holder's Old Notes
or other required documents to reach the Exchange Agent before the Expiration
Date, or the procedure for book-entry transfer cannot be completed on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under "The Exchange Offer -- Guaranteed Delivery
Procedures."
The Issuer will, upon request, reimburse brokers, dealers, commercial banks
and trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding the Prospectus and the related documents to the beneficial
owners of Old Notes held by them as nominee or in a fiduciary capacity. The
Issuer will not make any payments to brokers, dealers, or others soliciting
acceptances of the Exchange Offer. Holders of Old Notes will not be obligated to
pay or cause to be paid all stock transfer taxes applicable to the exchange of
Old Notes pursuant to the Exchange Offer.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Bank
of New York, the Exchange Agent for the Exchange Offer, at its address and
telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
PANAMSAT CORPORATION
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
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