EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER FOR EXCHANGE OF 8 3/4% SENIOR SECURED NOTES DUE 2012 OF
DIAMOND JO, LLC
PENINSULA GAMING CORP.
PENINSULA GAMING, LLC
As set forth in the Prospectus dated July [___], 2004 (the "Prospectus")
of Diamond Jo, LLC ("DJL"), a Delaware limited liability company, Peninsula
Gaming Corp. ("PGC", formerly named The Old Evangeline Downs Capital Corp.), a
Delaware corporation, and Peninsula Gaming, LLC ("PGL" and together with DJL and
PGC, the "Issuers"), and in the accompanying Letter of Transmittal and
instructions thereto (the "Letter of Transmittal"), this form or one
substantially equivalent hereto must be used to accept the Issuers' exchange
offer (the "Exchange Offer") to exchange all of its outstanding 8 3/4% Senior
Secured Notes due 2012 (the "Old Notes") if (i) certificates representing the
Old Notes to be tendered for purchase and payment are not lost but are not
immediately available, (ii) time will not permit the Letter of Transmittal,
certificates representing such Old Notes or other required documents to reach
U.S. Bank National Association (the "Exchange Agent") on or prior to 5:00 p.m.,
New York City time, on the Expiration Date (as defined below) or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date (as defined below). This form may be delivered by an Eligible Institution
by mail or hand delivery or transmitted, via telegram, telex or facsimile, to
the Exchange Agent as set forth below. In addition, in order to utilize the
guaranteed delivery procedures to tender the Old Notes pursuant to the Exchange
Offer, a properly completed and duly executed Letter of Transmittal, any other
required documents and tendered Old Notes in proper form for transfer (or
confirmation of a book-entry transfer of such Old Notes into the Exchange
Agent's account at The Depository Trust Company) must also be received by the
Exchange Agent prior to 5:00 p.m., New York City time, within four business days
after the Expiration Date. All capitalized terms used herein but not defined
herein shall have the meanings ascribed to them in the Prospectus.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________,
2004 (THE "EXPIRATION DATE") UNLESS OTHERWISE EXTENDED. TENDERS OF OLD NOTES MAY
BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
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TO: U.S. BANK NATIONAL ASSOCIATION, EXCHANGE AGENT, EXCHANGE AGENT
By Mail, Hand or Overnight Courier:
60 LIVINGSTON AVENUE
ST. PAUL, MN 55107
ATTENTION: SPECIALIZED FINANCE CORP.
By Facsimile Transmission:
(651) 495-8158
Confirm By Telephone:
(800) 934-6802
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA TELEGRAM,
TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
LADIES AND GENTLEMEN:
The undersigned hereby tender(s) to the Issuers, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Old Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus.
The undersigned understands that tenders of Old Notes will be accepted
only in authorized denominations. The undersigned understands that tenders of
Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m.,
New York City time, on the Expiration Date. Tenders of Old Notes may also be
withdrawn if the Exchange Offer is terminated without any such Old Notes being
purchased thereunder or as otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
Name(s) of Registered Holder(s):________________________________________________
(Please Print or Type)
Principal Amount of Old Notes Tendered:* Certificate No(s). (if available):
$_______________________________________________________________________________
$_______________________________________________________________________________
$_______________________________________________________________________________
* Must be in denominations of principal amount of $1,000 and any
integral multiple thereof.
If Old Notes will be delivered by book-entry transfer to The Depository
Trust Company ("DTC"), provide the DTC account number.
Depository Account Number:_________________________
PLEASE SIGN HERE
Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery.
________________________________________________________________________________
________________________________________________________________________________
Signature(s) of Holder(s) or Authorized Signatory Date
Area Code and Telephone Number:________________________________
If signature is by attorney-in-fact, trustee, executor, administrator,
guardian, officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below.
Please print name(s) and address(es)
Name(s) of Holder(s)____________________________________________________________
________________________________________________________________________________
Title/Capacity:_________________________________________________________________
Address(es):____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or a correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees
that the undersigned will deliver to the Exchange Agent the certificate(s)
representing the Old Notes being tendered by this Notice of Guaranteed Delivery
in proper form for transfer (or a confirmation of book-entry transfer of such
Old Notes into the Exchange Agent's account at the book-entry transfer facility
of DTC) with a properly completed and duly executed Letter of Transmittal and
any other required documents, all within four (4) business days after the
Expiration Date.
Name of Firm____________________________________________________________________
(Authorized Signature)
Address_________________________________________________________________________
Please Print or Type
________________________________________________________________________________
City, State Zip Code
Dated___________________
Telephone Number______________________
The institution that completes this form must communicate the guarantee to
the Exchange Agent by the Expiration Date and must deliver the certificates
representing any Old Notes (or a confirmation of book-entry transfer of such Old
Notes into the Exchange Agent's account at DTC), the Letter of Transmittal and
any other required documents to the Exchange Agent within the time period shown
in this Notice of Guaranteed Delivery. Failure to do so could result in a
financial loss to such institution.
NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD
NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.