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LETTER TO CLIENTS
REGARDING THE OFFER TO EXCHANGE
$225,000,000 PRINCIPAL AMOUNT OF
13.75% SENIOR NOTES DUE 2010
OF
PF.NET COMMUNICATIONS, INC.
To Our Clients:
We are enclosing herewith a Prospectus, dated ________, 2000, of PF.Net
Communications, Inc. (the "Company") and a related Letter of Transmittal (which
together constitute the "Exchange Offer") relating to the offer by the Company
to exchange the Company's new 13.75% Senior Notes due 2010 (the "New Notes"),
pursuant to an offering registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of the Company's issued and
outstanding 13.75% Senior Notes due 2010 (the "Old Notes") upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal.
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PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON ________, 2000, UNLESS EXTENDED.
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The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
We are the Registered Holder or DTC participant through which you hold
an interest in the Old Notes. A tender of such Old Notes can be made only by us
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender your beneficial
ownership of Old Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of
your Old Notes held by us for your account pursuant to the terms and subject to
the conditions of the Exchange Offer. We also request that you confirm that we
may on your behalf make the representations contained in the Letter of
Transmittal that are to be made with respect to you as beneficial owner.
Pursuant to the Letter of Transmittal, each holder of Old Notes must
make certain representations and warranties that are set forth in the Letter of
Transmittal and in the attached form that we have provided to you for your
instructions regarding what action we should take in the Exchange Offer with
respect to your interest in the Old Notes.
