MANDATORY TENDER NOTICE TO HOLDERS OF METROPOLITAN TRANSPORTATION AUTHORITY TRANSPORTATION REVENUE VARIABLE RATE BONDS, SUBSERIES 2005D-1, SUBSERIES 2005D-2, SUBSERIES 2005D-3 AND SUBSERIES 2005D-4 (AUCTION RATE SECURITIES) [Subseries, redemption dates, and CUSIP # as derived from Schedule A hereto] * NOTICE IS HEREBY GIVEN to the holders of the Metropolitan Transportation Authority’s Transportation Revenue Variable Rate Bonds described above (the “Series 2005D Bonds”) that: 1. The Series 2005D Bonds are subject to mandatory tender for purchase on the respective dates set forth in Schedule A hereto (each such date being the “Mandatory Purchase Date”), pursuant to Section A-406(e) of Appendix A to the Certificate of Determination relating to the Series 2005D Bonds for conversion of the Mode from an Auction Rate Mode to (a) a Weekly Mode, with respect to the Subseries 2005D-1 Bonds and the Subseries 2005D-2 Bonds, and (b) a Daily Mode, with respect to the Subseries 2005D-3 Bonds and the Subseries 2005D-4 Bonds. 2. The Purchase Price for the Series 2005D Bonds shall be equal to one hundred percent (100%) of the principal amount thereof plus accrued and unpaid interest to, but not including, the Mandatory Purchase Date, and such Holders shall be entitled to no further accrual of interest from and after such Mandatory Purchase Date. 3. Each Holder of Series 2005D Bonds shall be entitled to receive the proceeds of such tender by delivering such Series 2005D Bonds (with an appropriate transfer of registration form executed in blank) to the principal corporate trust office of The Bank of New York Mellon, the Tender Agent, located at 101 Barclay Street, Floor 7-W, New York, New York 10286, Attention: Frederic Belen. 4. In order to receive payment on the Mandatory Purchase Date, such delivery must be made at any time at or prior to 10:30 a.m., New York City time, on the Mandatory Purchase Date with respect to the Series 2005D Bonds. Holders of such Series 2005D Bonds that are delivered to such principal corporate trust office of the Tender Agent after the time stated above shall not be entitled to receive payment from the Tender Agent of the Purchase Price until the later of the next Business Day following (x) the Mandatory Purchase Date or (y) the date of delivery of such Series 2005D Bonds. The Purchase Price of such Series 2005D Bonds (or portions thereof in Authorized Denominations) shall be payable on the Mandatory Purchase Date applicable thereto by the Tender Agent by wire transfer to any Holder of such Series 2005D Bonds upon written notice from such Holder containing the wire transfer address (which shall be in the continental United States) to which such Holder wishes to have such wire directed. If any Holder of such Series 2005D Bonds has not provided or caused to be provided wire transfer instructions, the Purchase Price shall be payable by check mailed to such Holder of
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No representation is made as to the accuracy of the CUSIP number either as printed on the Series 2005D Bonds or as set forth in this Notice of Mandatory Tender.
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Series 2005D Bonds. Pursuant to the Resolution, any Series 2005D Bonds not tendered will be deemed tendered as of the Mandatory Purchase Date. 5. All Holders of Series 2005D Bonds are required to deliver their Series 2005D Bonds to The Bank of New York Mellon (the “Tender Agent”) on the Mandatory Purchase Date at the principal corporate trust office of the Tender Agent located at 101 Barclay Street, Floor 7-W, New York, New York 10286, endorsed in blank by the Holder hereof or accompanied by an instrument of transfer thereof in form satisfactory to the Tender Agent executed in blank by the Holder thereof (the Tender Agent not to accept delivery of any such Series 2005D Bonds not endorsed in blank or for which an instrument of transfer satisfactory to it has not been provided). 6. As required by Section A-208(c)(7) of Appendix A to the Certificate of Determination, the Series 2005D Bonds shall not be subject to mandatory tender for purchase and will continue to bear interest in the Auction Rate Mode and the Auction Period Rate on the Mandatory Purchase Date shall be the Maximum Auction Rate as determined on the Auction Date for such Auction Period, which Auction Period shall be a 7-day Auction Period until the length of the Auction Period is changed in accordance with Exhibit A to Appendix A to the Certificate of Determination, in the event the following have not been delivered to the Trustee and the Remarketing Agent: (i) (ii) (iii) a Favorable Opinion of Bond Counsel dated the Mode Change Date; an executed copy of a Tender Agency Agreement and a Remarketing Agreement; a certificate of an authorized officer of the Tender Agent to the effect that all Series 2005D Bonds tendered or deemed tendered have been purchased at a price at least equal to the Purchase Price.
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No representation is made as to the accuracy of the CUSIP number either as printed on the Bonds or as set forth in this Notice of Redemption. DATED this 16th day of October, 2008.
METROPOLITAN TRANSPORTATION
AUTHORITY By: THE BANK OF NEW YORK MELLON, as Trustee
cc:
UBS Financial Services Inc. (as Broker Dealer for the Subseries 2005D-1 Bonds and the Subseries 2005D-3 Bonds) Short-Term Underwriting 1285 Avenue of the Americas, 15th Floor New York, New York 10019 Attention: Ms. Joanna Brody, Managing Director Merrill Lynch, Pierce, Fenner & Smith Incorporated (as Broker Dealer for the Subseries 2005D-2 Bonds and the Subseries 2005D-4 Bonds) 4 World Financial Center, 9th Floor New York, New York 10281 Attention: Auction Market Securities Trading CIFG Assurance North America, Inc. (as Credit Facility Provider for the Subseries 2005D-1 Bonds and the Subseries 2005D-2 Bonds) 825 Third Avenue, 6th Floor New York, New York 10022 Attention: General Counsel Financial Security Assurance Inc. (as Credit Facility for the Subseries 2005D-3 Bonds and the Subseries 2005D-4 Bonds) 350 Park Avenue New York, New York 10022-6022 Attention: Managing Director - Surveillance, Re: Policy No. 28945-N
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SCHEDULE A Tendered Bonds Subseries 2005D-1 Subseries 2005D-2 Subseries 2005D-3 Subseries 2005D-4 Mandatory Purchase Date November 07, 2008 November 07, 2008 November 10, 2008 November 10, 2008 CUSIP No. 1 59259R ZK3 59259R ZH0 59259R ZL1 59259R ZJ6
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No representation is made as to the accuracy of the CUSIP number either as printed on the Series 2005D Bonds or as set forth in this Notice of Mandatory Tender.
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