CHUKCHANSI ECONOMIC DEVELOPMENT AUTHORITY
Offer for all outstanding
14 1/2% Series A Senior Notes due 2009
in exchange for
14 1/2% Series B Senior Notes due 2009
which have been registered
under the Securities Act of 1933, as amended
Pursuant to the Prospectus, dated , 2003
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| THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON |
| , 2003 UNLESS EXTENDED. |
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To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 2003 (the
"Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of the Chukchansi
Economic Development Authority (the "Authority"), a wholly-owned enterprise of
the Picayune Rancheria of Chukchansi Indians (the "Tribe") to exchange its
14.5% Series B Senior Notes due 2009, which have been registered under the
Securities Act of 1933, as amended (the "New Notes"), for its outstanding
14.5% Series A Senior Notes due 2009 (the "Old Notes"), upon the terms and
subject to the conditions described in the Prospectus and the Letter of
Transmittal. The Exchange Offer is being made in order to satisfy certain
obligations of the Authority contained in the Registration Rights Agreement
dated October 8, 2002, by and among the Authority, the Tribe and the initial
purchasers referred to therein.
This material is being forwarded to you as the beneficial owner of
the Old Notes held by us for your account but not registered in your name. A
TENDER OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Old Notes held by us for your account, pursuant to
the terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible
in order to permit us to tender the 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 , 2003 (the "Expiration Date"), unless
extended by the Authority. Any Old Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions set forth
in the Prospectus in the section captioned "The Exchange Offer --
Conditions to the Exchange Offer."
3. Any transfer taxes incident to the transfer of Old Notes from
the holder to the Authority will be paid by the Authority, except as
otherwise provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 P.M., New York City time,
on , 2003, unless extended by the Authority.
If you wish to have us tender your Old Notes, please so instruct us
by completing, executing and returning to us the instruction form on the back
of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION
ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.
2
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the
enclosed materials referred to therein relating to the Exchange Offer of the
Chukchansi Economic Development Authority with respect to the Old Notes.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer all right,
title and interest in the Old Notes and to acquire the New Notes, issuable
upon the exchange of such Old Notes, and that, when such validly tendered Old
Notes are accepted by the Authority for exchange, the Authority will acquire
good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim.
By completing, executing and delivering these Instructions, the
undersigned hereby makes the acknowledgments, representations and warranties
referred to above and instructs you to tender the Old Notes held by you for
the account of the undersigned, upon the terms and subject to the conditions
and conditions set forth in the Prospectus and Letter of Transmittal.
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| OLD NOTES WHICH ARE TO BE TENDERED |
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| CERTIFICATE NUMBERS | PRINCIPAL AMOUNT | OLD NOTES ARE TO BE |
| | | TENDERED |
| | | ("YES" OR "NO")* |
|--------------------------|---------------------|---------------------------|
| | | |
|--------------------------|---------------------|---------------------------|
| | | |
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| * Unless otherwise indicated, "yes" will be assumed. |
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IMPORTANT
PLEASE SIGN HERE
(To Be Completed by All Tendering Holders)
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|THE COMPLETION, EXECUTION AND TIMELY DELIVERY OF THESE INSTRUCTIONS WILL BE |
|DEEMED TO CONSTITUTE AN INSTRUCTION TO TENDER OLD NOTES AS INDICATED ABOVE. |
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|Signature(s) _________________________________________________________________|
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|Name(s) (Please Print) _______________________________________________________|
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|Address ______________________________________________________________________|
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|Zip Code _____________________________________________________________________|
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|Area Code and Telephone No. __________________________________________________|
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|Tax Identification or Social Security No. ____________________________________|
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|My Account Number with You ___________________________________________________|
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|Date _________________________________________________________________________|
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| |
|(Must be signed by the registered holder(s) of the Old Notes exactly as its |
|(their) name(s) appear(s) on certificate(s) or on a security position listing,|
|or by the person(s) authorized to become registered holder(s) by endorsement |
|and documents transmitted herewith. 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 next to his or her name above. See Instruction 3 to the Consent and|
|Letter of Transmittal.) |
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