Exhibit 99.7
Mohegan Tribal Gaming Authority
Offer to Exchange its
8 3/4% Senior Subordinated Notes Due January 1, 2009
Which Have Been Registered Under
the Securities Act of 1933
For Any and All of its Outstanding
8 3/4% Senior Subordinated Notes Due January 1, 2009
Pursuant to the Prospectus Dated April , 1999
TO: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
Mohegan Tribal Gaming Authority (the "Authority") is offering to exchange
(the "Exchange Offer"), upon and subject to the terms and conditions set forth
in the enclosed Prospectus, dated April , 1999 (the "Prospectus"), and the
enclosed Letter of Transmittal (the "Letter of Transmittal"), its 8 3/4%
Senior Subordinated Notes due January 1, 2009 which have been registered under
the Securities Act of 1933 (the "Exchange Notes") for any and all of its
outstanding 8 3/4% Senior Subordinated Notes due January 1, 2009 (the
"Outstanding Notes"). The Exchange Offer is being made in order to satisfy
certain obligations of the Authority contained in the Registration Rights
Agreement dated as of March 3, 1999, among the Authority, Salomon Smith
Barney, NationsBanc Montgomery Securities LLC, SG Cowen, Bear, Stearns & Co.
Inc., BancBoston Robertson Stephens, Inc. and Fleet Securities Inc.
In connection with the Exchange Offer, we are requesting that you contact
your clients for whom you hold Outstanding Notes registered in your name or in
the name of your nominee, or who hold Outstanding Notes registered in their
own names. The Authority will not pay any fees or commissions to any broker,
dealer or other person in connection with the solicitation of tenders pursuant
to the Exchange Offer. However, you will, upon request, be reimbursed for
reasonable out-of-pocket expenses incurred in connection with soliciting
acceptances of the Exchange Offer. The Authority will pay or cause to be paid
all transfer taxes applicable to the exchange of Outstanding Notes pursuant to
the Exchange Offer, except as set forth in the Prospectus and the Letter of
Transmittal.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. Prospectus dated April , 1999;
2. A Letter of Transmittal for your use and for the information of your
clients;
3. A form of Notice of Guaranteed Delivery; and
4. A form of letter which may be sent to your clients for whose account you
hold Outstanding 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.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON [JUNE 2,] 1999 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY THE COMPANY (IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN
THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE
OUTSTANDING NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN,
SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF
TRANSMITTAL, AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or execution on ATOP), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent and certificates representing the Outstanding Notes should be delivered
to the Exchange Agent, all in accordance with the instructions set forth in
the Prospectus and the Letter of Transmittal.
If holders of Outstanding Notes wish to tender, but it is impracticable for
them to forward their certificates for Outstanding Notes prior to the
expiration of the Exchange Offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus and the Letter of
Transmittal.
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
Exchange Agent for the Outstanding Notes, at its address and telephone number
set forth on the front of the Letter of Transmittal.
Very truly yours,
Mohegan Tribal Gaming Authority
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY 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.
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