Exhibit 99.1
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2001, UNLESS EXTENDED (THE "EXPIRATION DATE").
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Mohegan Tribal Gaming Authority
LETTER OF TRANSMITTAL
Offer To Exchange Its 8 3/8% Senior Subordinated Notes Due July 1, 2011
Which Have Been Registered Under The Securities Act of 1933
For Any And All Of Its Outstanding
8 3/8% Senior Subordinated Notes Due July 1, 2011
Pursuant To The Prospectus Dated , 2001
The Exchange Agent
for the Exchange Offer is:
State Street Bank and Trust Company
By Mail: By Overnight Courier or Hand Delivery in Boston:
State Street Bank and Trust Company State Street Bank and Trust Company
P.O. Box 778 Two Avenue de Lafayette
Boston, Massachusetts 02102 Boston, Massachusetts 02110
Attention: Corporate Trust Department, Attention: Corporate Trust Department, 5th Floor
5th Floor Johnnie Kindell
Johnnie Kindell
By Hand Delivery in New York: By Facsimile (for Eligible Institutions only):
State Street Bank and Trust Company State Street Bank and Trust Company
61 Broadway, 15th Floor (617) 662-1452
Corporate Trust Window Attention: Corporate Trust Department
New York, New York 10006 Confirm by telephone: (617) 662-1553
For Information: (617) 662-1553
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Outstanding Notes
(as defined below) if the certificates representing Outstanding Notes (the
"Certificates") are to be forwarded herewith.
If tenders of Outstanding Notes are to be made by book-entry transfer to an
account maintained by State Street Bank and Trust Company (the "Exchange
Agent") at The Depository Trust Company ("DTC"), then instructions must be
transmitted through the DTC Automated Tender Offer Program ("ATOP") pursuant to
the procedures set forth in "The Exchange Offer--Procedures for Tendering
Outstanding Notes" in the Prospectus. DTC participants that are accepting the
exchange offer as set forth in the Prospectus and this Letter of Transmittal
(together, the "Exchange Offer") must transmit their acceptance to DTC which
will edit and verify the acceptance and execute a book-entry delivery to the
Exchange Agent's account at DTC. DTC will then send an Agent's Message to the
Exchange Agent for its acceptance. Delivery of the Agent's Message by DTC will
satisfy the terms of the Exchange Offer as the equivalent of the execution and
delivery of a Letter of Transmittal by the participant identified in the
Agent's Message. DTC participants may also accept the Exchange Offer by
submitting a Notice of Guaranteed Delivery through ATOP.
Holders of Outstanding Notes whose Certificates are not immediately available
or who cannot deliver their Certificates, this Letter of Transmittal 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, may tender their Outstanding Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Procedures for Tendering
Outstanding Notes" in the Prospectus. See also Instruction 1.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
List below the Outstanding Notes of which you are a holder. If the space
provided below is inadequate, list the Certificate numbers and principal amount
on a separate signed schedule and attach that schedule to this Letter of
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Transmittal. See Instruction 3.
ALL HOLDERS TENDERING CERTIFICATES MUST COMPLETE THIS BOX:
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Description of Outstanding Notes Tendered
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Name(s) and Address(es) of Registered Holder(s) (Fill in, if blank)
Outstanding Notes Tendered
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Certificate Principal Amount
Number(s) (Attach Principal
(Attach additional additional Amount
list list if Tendered (if less
if necessary) necessary) than all)*
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$
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Total Amount
Tendered: $ $
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* Need not be completed if tendering for exchange all Outstanding Notes
held. Outstanding Notes may be tendered in whole or in part in integral
multiples of $1,000 principal amount. All Outstanding Notes held shall be
deemed tendered unless a lesser number is specified in this column. See
Instruction 4.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Mohegan Tribal Gaming Authority (the
"Authority"), the above described principal amount of the Authority's 8 3/8%
Senior Subordinated Notes due July 1, 2011 (the "Outstanding Notes") in
exchange for a like principal amount of the Authority's 8 3/8% Senior
Subordinated Notes due July 1, 2011 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933 (the "Securities Act"), upon the
terms and subject to the conditions set forth in the Prospectus dated ,
2001 (as the same may be amended or supplemented from time to time, the
"Prospectus"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer").
Subject to and effective upon the acceptance for exchange of the Outstanding
Notes tendered herewith, the undersigned hereby sells, assigns and transfers to
or upon the order of the Authority all right, title and interest in and to such
Outstanding Notes as are being tendered herewith. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent is also acting as
agent of the Authority in connection with the Exchange Offer and as Trustee
under the Indenture for the Outstanding Notes and the Exchange Notes) with
respect to the tendered Outstanding Notes, with full power of substitution
(such power of attorney being an irrevocable power coupled with an interest),
subject only to the right of withdrawal described in the Prospectus, to: (i)
deliver such Outstanding Notes to the Authority together with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Authority
upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange
Notes to be issued in exchange for such Outstanding Notes; (ii) present
Certificates for transfer, and to transfer such Outstanding Notes on the
account books maintained by DTC; and (iii) receive for the account of the
Authority all benefits and otherwise exercise all rights of beneficial
ownership of such Outstanding Notes, all in accordance with the terms and
conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL
POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
OUTSTANDING NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, THE AUTHORITY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE OUTSTANDING NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE
CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY THE AUTHORITY OR THE EXCHANGE AGENT TO BE
NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, SALE, ASSIGNMENT AND TRANSFER
OF THE OUTSTANDING NOTES TENDERED HEREBY. THE UNDERSIGNED HAS READ AND AGREES
TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Outstanding
Notes tendered hereby should be printed above, if they are not already set
forth above, as they appear on the Certificates representing such Outstanding
Notes. The Certificate number(s) and the principal amount of the Outstanding
Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes above.
If any tendered Outstanding Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Outstanding
Notes than are tendered or accepted for exchange, Certificates for such
nonexchanged or nontendered Outstanding Notes will be returned (or, in the case
of Outstanding Notes tendered by book-entry transfer, such Outstanding Notes
will be credited to an account maintained at DTC), without expense to the
tendering holder promptly following the expiration or termination of the
Exchange Offer.
The undersigned understands that tenders of Outstanding Notes pursuant to any
one of the procedures described in "The Exchange Offer--Procedures for
Tendering Outstanding Notes" in the Prospectus and in the instructions herein
will, upon the Authority's acceptance for exchange of such tendered Outstanding
Notes,
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constitute a binding agreement between the undersigned and the Authority upon
the terms and subject to the conditions of the Exchange Offer. The undersigned
recognizes that, under certain circumstances set forth in the Prospectus, the
Authority may not be required to accept for exchange any of the Outstanding
Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Outstanding Notes, that such Exchange Notes be credited to the
account indicated above maintained at DTC. If applicable, substitute
Certificates representing Outstanding Notes not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of Outstanding Notes, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated herein in the box
entitled "Special Delivery Instructions" below, the undersigned hereby directs
that the Exchange Notes be delivered to the undersigned at the address shown
below the undersigned's signature.
BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT:
(i) NEITHER THE UNDERSIGNED NOR ANY BENEFICIAL OWNER OF THE OUTSTANDING
NOTES IS AN "AFFILIATE" OF THE AUTHORITY (WITHIN THE MEANING OF RULE 405
UNDER THE SECURITIES ACT), OR IF THE UNDERSIGNED OR BENEFICIAL OWNER IS AN
AFFILIATE, IT WILL COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT TO THE EXTENT APPLICABLE (UPON REQUEST BY
THE AUTHORITY, THE UNDERSIGNED OR BENEFICIAL OWNER WILL DELIVER TO THE
AUTHORITY A LEGAL OPINION CONFIRMING IT IS NOT SUCH AN AFFILIATE);
(ii) THE EXCHANGE NOTES ACQUIRED PURSUANT TO THE EXCHANGE OFFER ARE BEING
OBTAINED IN THE ORDINARY COURSE OF BUSINESS OF THE UNDERSIGNED AND ANY
BENEFICIAL OWNER;
(iii) NEITHER THE UNDERSIGNED NOR ANY BENEFICIAL OWNER IS ENGAGING IN OR
INTENDS TO ENGAGE IN A DISTRIBUTION OF SUCH EXCHANGE NOTES;
(iv) NEITHER THE UNDERSIGNED NOR ANY BENEFICIAL OWNER HAS AN ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION OF SUCH
EXCHANGE NOTES;
(v) 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"), AND RECEIVES EXCHANGE NOTES
FOR ITS OWN ACCOUNT IN EXCHANGE FOR OUTSTANDING NOTES PURSUANT TO THE
EXCHANGE OFFER, BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS LETTER OF
TRANSMITTAL, WILL REPRESENT AND AGREE THAT SUCH OUTSTANDING NOTES WERE
ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-
MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER A
PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH
ANY RESALE OF EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY
DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT
IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT);
(vi) THE UNDERSIGNED AND EACH BENEFICIAL OWNER ACKNOWLEDGES AND AGREES THAT
ANY PERSON WHO IS PARTICIPATING IN THE EXCHANGE OFFER FOR THE PURPOSE OF
DISTRIBUTING THE EXCHANGE NOTES, MUST COMPLY WITH THE
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REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT IN
CONNECTION WITH A SECONDARY RESALE TRANSACTION OF THE EXCHANGE NOTES OR
INTERESTS THEREIN ACQUIRED BY SUCH PERSON AND CANNOT RELY ON THE POSITION
OF THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") SET
FORTH IN CERTAIN NO-ACTION LETTERS; AND
(vii) THE UNDERSIGNED AND EACH BENEFICIAL OWNER UNDERSTANDS THAT A
SECONDARY RESALE TRANSACTION DESCRIBED IN CLAUSE (vi) ABOVE AND ANY RESALES
OF EXCHANGE NOTES OR INTERESTS THEREIN OBTAINED BY SUCH HOLDER IN EXCHANGE
FOR OUTSTANDING NOTES OR INTERESTS THEREIN ORIGINALLY ACQUIRED BY SUCH
HOLDER DIRECTLY FROM THE AUTHORITY SHOULD BE COVERED BY AN EFFECTIVE
REGISTRATION STATEMENT CONTAINING SELLING SECURITY HOLDER INFORMATION
REQUIRED BY ITEM 507 OR ITEM 508, AS APPLICABLE, OF REGULATION S-K OR THE
SEC.
The Authority has agreed that starting on the Expiration Date and ending on
the close of business on the first anniversary of the Expiration Date, it will
make the Prospectus available to any broker-dealer that requests such
documents in this Letter of Transmittal or in an Agent's Message through DTC's
ATOP.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus and in the instructions contained in this Letter of
Transmittal, this tender is irrevocable.
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PLEASE SIGN HERE PLEASE SIGN HERE
___________________________________________ ___________________________________________
Authorized Signature Authorized Signature
Name: ____________________________________ Name: ____________________________________
Title: ___________________________________ Title: ___________________________________
Address: _________________________________ Address: _________________________________
___________________________________________ ___________________________________________
Telephone Number: ________________________ Telephone Number: ________________________
Dated: ___________________________________ Dated: ___________________________________
___________________________________________ ___________________________________________
Taxpayer Identification or Social Security Taxpayer Identification or Social Security
Number Number
(NOTE: Signature(s) must be guaranteed if required by Instructions 2 and 5.
This Letter of Transmittal must be signed by the registered holder(s) exactly
as the name(s) appear(s) on the Certificate(s) hereby tendered or on a security
position listing, or by any person(s) authorized to become the registered
holder(s) by endorsements and documents transmitted herewith, including such
opinions of counsel, certifications and other information as may be required by
the Authority or the Trustee for the Outstanding Notes to comply with the
restrictions on transfer applicable to the Outstanding Notes. If signature is
by an attorney-in-fact, executor, administrator, trustee, guardian, officer of
a corporation or another acting in a fiduciary capacity or representative
capacity, please set forth the signer's full title and see Instructions 2 and
5.)
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Guarantee of Signature(s) (If required--see Instructions 2 and 5)
Signature(s) Guaranteed
by an Eligible Institution: ________________________ Date: ________________
Authorized Signature
Name of Eligible Institution
Guaranteeing Signature: ____________________________________________________
Address: ____________________________
Capacity (full title): ____________________________________________________
Telephone Number: __________________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2, 5 and 6) (See Instructions 2, 5 and 6)
To be completed ONLY if the Ex- To be completed ONLY if Ex-
change Notes or any Outstanding change Notes or any Outstanding
Notes that are not tendered are Notes that are not tendered are
to be issued in the name of to be sent to someone other than
someone other than the regis- the registered holder(s) of the
tered holder(s) of the Outstand- Outstanding Notes whose name(s)
ing Notes whose name(s) ap- appear(s) above, or to such reg-
pear(s) above. istered holder(s) at an address
other than that shown above.
Issue:
[_] Outstanding Notes not ten- Mail:
dered, to: [_] Outstanding Notes not ten-
dered, to:
[_] Exchange Notes, to:
[_] Exchange Notes, to:
Name(s): ________________________
Name(s): ________________________
Address: ________________________
Address: ________________________
_________________________________
_________________________________
Telephone Number: _______________
Telephone Number: _______________
_________________________________
(Tax Identification or Social _________________________________
Security Number) (Tax Identification or Social
Security Number)
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INSTRUCTIONS
(Forming part of the terms and conditions of the Exchange Offer)
1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed if the Certificates
are to be forwarded herewith. If tenders are to be made by book-entry transfer
as set forth in "The Exchange Offer--Procedures for Tendering Outstanding
Notes" in the Prospectus, then such instructions must be transmitted through
ATOP. The Certificates, or timely confirmation of a book-entry transfer of such
Outstanding Notes into the Exchange Agent's account at DTC, as well as this
Letter of Transmittal (or execution thereof on ATOP), properly completed and
duly executed, with any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at one of the addresses set forth on the front of this Letter of Transmittal on
or prior to the Expiration Date. The term "book-entry confirmation" means a
timely confirmation of book-entry transfer of Outstanding Notes into the
Exchange Agent's account at DTC. Outstanding Notes may be tendered in whole or
in part in integral multiples of $1,000 principal amount.
Holders who wish to tender their Outstanding Notes and: (i) whose
Certificates are not immediately available; (ii) who cannot deliver their
Certificates, this Letter of Transmittal and all other required documents to
the Exchange Agent prior to the Expiration Date; or (iii) who cannot complete
the procedures for delivery by book-entry transfer on a timely basis, may
tender their Outstanding Notes by properly completing and duly executing a
Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures
set forth in "The Exchange Offer--Procedures for Tendering Outstanding Notes"
in the Prospectus. Pursuant to such procedures: (i) such tender must be made by
or through an Eligible Institution (as defined below); (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form accompanying this Letter of Transmittal, or an Agent's Message through
ATOP with respect to guaranteed delivery for book-entry transfers that is
accepted by the Authority, must be received by the Exchange Agent prior to the
Expiration Date; and (iii) the Certificates (or a book-entry confirmation) in
proper form for transfer, together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) or a properly transmitted Agent's
Message through ATOP in the case of a book-entry transfer, with any required
signature guarantees and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three New York Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery or transmission of such Agent's Message through ATOP with respect to
guaranteed delivery for book-entry transfers, all as provided in "The Exchange
Offer--Procedures for Tendering Outstanding Notes" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in the Notice of Guaranteed
Delivery. For Outstanding Notes to be properly tendered pursuant to the
guaranteed delivery procedure, the Exchange Agent must receive a Notice of
Guaranteed Delivery prior to the Expiration Date. As used herein and in the
Prospectus, "Eligible Institution" means a firm or other entity identified in
Rule l7Ad-15 under the Exchange Act as "an eligible guarantor institution,"
which is a member of one of the following recognized signature guarantee
programs: (1) The Securities Transfer Agents Medallion Program ("STAMP"), (2)
the New York Stock Exchange Medallion Signature Program ("MSP") and (3) the
Stock Exchanges Medallion Program ("SEMP").
THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. 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 TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE OBTAINED. NO
LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE AUTHORITY.
HOLDERS MAY REQUEST THEIR RESPECTIVE
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BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THESE
TRANSACTIONS FOR SUCH HOLDERS.
The Authority will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
execution thereof on ATOP), waives any right to receive any notice of the
acceptance of such tender.
2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if: (i) this Letter of Transmittal is signed by the
registered holder (which shall include any participant in DTC whose name
appears on a security position listing as the owner of the Outstanding Notes)
of Outstanding Notes tendered herewith, unless such holder has completed either
the box entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" above; or (ii) such Outstanding Notes are tendered for
the account of a firm that is an Eligible Institution. In all other cases, an
Eligible Institution must guarantee the signature(s) on this Letter of
Transmittal. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned "Description
of Outstanding Notes Tendered" is inadequate, the Certificate number(s) and/or
the principal amount of Outstanding Notes and any other required information
should be listed on a separate signed schedule and attached to this Letter of
Transmittal.
4. Partial Tenders and Withdrawal Rights. Tenders of Outstanding Notes will
be accepted only in integral multiples of $1,000 principal amount. If less than
all the Outstanding Notes evidenced by any Certificate submitted are to be
tendered, fill in the principal amount of Outstanding Notes which are to be
tendered in the box entitled "Principal Amount Tendered (if less than all)." In
such case, new Certificate(s) for the remainder of the Outstanding Notes that
were evidenced by the old Certificate(s) will be sent to the tendering holder,
unless the appropriate boxes on this Letter of Transmittal are completed,
promptly after the Expiration Date. All Outstanding Notes represented by
Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Outstanding Notes may be
withdrawn at any time prior to the Expiration Date. In order for a withdrawal
to be effective, a written, telegraphic or facsimile transmission of such
notice of withdrawal must be timely received by the Exchange Agent at one of
the addresses or the facsimile number set forth above prior to the Expiration
Date. Any such notice of withdrawal must specify the name of the person who
tendered the Outstanding Notes to be withdrawn, the aggregate principal amount
of Outstanding Notes to be withdrawn, and (if Certificates for such Outstanding
Notes have been tendered) the name of the registered holder of the Outstanding
Notes as set forth on the Certificate(s), if different from that of the person
who tendered such Outstanding Notes. If Certificates for Outstanding Notes have
been delivered or otherwise identified to the Exchange Agent, the notice of
withdrawal must specify the serial numbers on the particular Certificates for
the Outstanding Notes to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution, except in the case of
Outstanding Notes tendered for the account of an Eligible Institution. If
Outstanding Notes have been tendered pursuant to the procedures for book-entry
transfer set forth in "The Exchange Offer--Procedures for Tendering Outstanding
Notes," the notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawal of Outstanding Notes and must
otherwise comply with the procedures of DTC. Withdrawals of tenders of
Outstanding Notes may not be rescinded. Outstanding Notes properly withdrawn
will not be deemed validly tendered for purposes of the Exchange Offer, but may
be retendered at any subsequent time prior to the Expiration Date by following
any of the procedures described in the Prospectus under "The Exchange Offer--
Procedures for Tendering Outstanding Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Authority, in its
sole discretion, which determination shall be final and binding on all parties.
Neither the Authority, any affiliates of the Authority, the Exchange Agent or
any other person shall be under any duty to give any notification of any
defects or irregularities in any notice of withdrawal or incur any
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liability for failure to give any such notification. Any Outstanding Notes
which have been tendered but which are withdrawn will be returned to the holder
thereof promptly after withdrawal.
5. Signatures on Letter of Transmittal, Assignments and Endorsements. If this
Letter of Transmittal is signed by the registered holder(s) of the Outstanding
Notes tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the Certificate(s) or on a security position
listing, without alteration, enlargement or any change whatsoever.
If any of the Outstanding Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Outstanding Notes are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are names in
which Certificates are registered.
If this Letter of Transmittal or any Certificates 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 must submit proper evidence
satisfactory to the Authority, in its sole discretion, of such persons'
authority to so act.
If this Letter of Transmittal is signed by a person other than the registered
holder(s) of the Outstanding Notes listed and transmitted hereby, the
Certificate(s) must be endorsed or accompanied by appropriate bond power(s),
signed exactly as the name(s) of the registered owner appear(s) on the
Certificate(s), and also must be accompanied by such opinions of counsel,
certifications and other information as the Authority or the Trustee for the
Outstanding Notes may require in accordance with the restrictions on transfer
applicable to the Outstanding Notes. Signature(s) on such Certificate(s) or
bond power(s) must be guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. If Exchange Notes or new
Certificates for Outstanding Notes not exchanged in the Exchange Offer are to
be issued in the name of a person other than the signer of this Letter of
Transmittal, or are to be sent to someone other than the signer of this Letter
of Transmittal or to an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. In the case of
issuance in a different name, the taxpayer identification number of such named
person must also be indicated. Holders tendering Outstanding Notes by book-
entry transfer may request that Outstanding Notes not exchanged in the Exchange
Offer be credited to such account maintained at DTC as such holder may
designate. If no such instructions are given, then Outstanding Notes not
exchanged in the Exchange Offer will be returned by mail or, if tendered by
book-entry transfer, by crediting the account indicated above maintained at
DTC.
7. Irregularities. The Authority will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Outstanding Notes, which
determination shall be final and binding on all parties. The Authority reserves
the absolute right, in its sole and absolute discretion, to reject any and all
tenders determined by it not to be in proper form or the acceptance for
exchange of which may, in the view of counsel to the Authority, be unlawful.
The Authority also reserves the absolute right, subject to applicable law, to
waive any of the conditions of the Exchange Offer set forth in the Prospectus
under "The Exchange Offer--Conditions to the Exchange Offer" or any defect or
irregularity in any tender of Outstanding Notes of any particular holder
whether or not similar defects or irregularities are waived in the case of
other holders. The Authority's interpretation of the terms and conditions of
the Exchange Offer (including this Letter of Transmittal and the instructions
hereto) will be final and binding. No tender of Outstanding Notes will be
deemed to have been validly made until all defects or irregularities with
respect to such tender have been cured or waived. Neither the Authority, any
affiliates of the Authority, the Exchange Agent, or any other person shall be
under any duty to give any notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification.
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8. Questions, Requests for Assistance and Additional Copies. Questions and
requests for assistance may be directed to the Exchange Agent at one of the
addresses or telephone number set forth above. Additional copies of the
Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may
be obtained from the Exchange Agent or from your broker, dealer, commercial
bank, trust company or other nominee.
9. Mutilated, Lost, Destroyed or Stolen Certificates. If any Certificate
representing Outstanding Notes has been mutilated, lost, destroyed or stolen,
the holder should promptly notify the Exchange Agent. The holder will then be
instructed as to the steps that must be taken in order to replace the
Certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing mutilated, lost, destroyed or
stolen Certificates have been followed.
10. Security Transfer Taxes. Holders who tender their Outstanding Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith, except that if Exchange Notes are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the
Outstanding Notes tendered, or if a transfer tax is imposed for any reason
other than the exchange of Outstanding Notes in connection with the Exchange
Offer, then the amount of any such transfer tax (whether imposed on the
registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such transfer tax or exemption
therefrom is not submitted with the Letter of Transmittal, the amount of such
transfer tax will be billed directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER WITH
CERTIFICATES REPRESENTING TENDERED OUTSTANDING NOTES, OR A BOOK ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO THE EXPIRATION DATE.
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