NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF
7 1/2% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2003
OF
ALLIANCE GAMING CORPORATION
This Notice of Guaranteed Delivery or a form substantially equivalent hereto
must be used to accept Alliance Gaming Corporation's ("Alliance") offer (the
"Exchange Offer") to exchange up to $85 million principal amount of Alliance's
7 1/2% Convertible Senior Subordinated Debentures due 2002 (the "New Convertible
Debentures") for a like principal amount of Alliance's 7 1/2% Convertible
Subordinated Debentures due 2003 (the "Securities"), if (a) certificates
representing the Securities are not immediately available, (b) the procedures
for book-entry transfer cannot be completed prior to the Expiration Date (as
defined) or (c) time will not permit the Securities and all other required
documents to each the Exchange Agent prior to the Expiration Date. This form may
be delivered by an Eligible Institution by mail or hand delivery or transmitted,
via facsimile, telegram or telex to the Exchange Agent as set forth below. All
capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed to them in the Prospectus dated May , 1996 of Alliance (as
the same may be amended or supplemented from time to time, the "Prospectus").
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE
, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF 7 1/2% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2003 MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE.
To:
THE BANK OF NEW YORK, EXCHANGE AGENT
BY MAIL OR BY HAND:
The Bank of New York
101 Barclay Street, Corporate Trust Operations, 7E
New York, New York 10286
Attention: Enrique Lopez
Telephone: (212) 815-2742
BY FACSIMILE:
(212) 571-3080
TOLL FREE NUMBER:
1-800-254-2826
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OR TELEX, OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form 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 Alliance Gaming Corporation
("Alliance"), 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 principal amount of Securities set forth below, pursuant to
the guaranteed delivery procedures set forth in the Prospectus under the heading
"The Exchange Offer -- Procedures for Tendering -- Guaranteed Delivery."
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
representation of the undersigned.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or
Authorized Signatory: Address(es):
Name(s) of Registered Holder(s): Area Code and Telephone No.:
If Securities will be delivered by book-
entry transfer, provide the account num-
ber at The Depository Trust Company:
Account No.:
Certificate No(s). of Securities (if
available):
Principal Amount of Securities Tendered:
$
Principal Amount of New Convertible Debentures to be
Converted into Series E Preferred Stock in Event of
Automatic Conversion:
$ *
Date:
* Unless otherwise specified, all New Convertible Debentures received in exchange for Securities
tendered in the Exchange Offer will be converted into Common Stock in the event the Automatic
Conversion occurs.
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Securities exactly as their name(s) appear(s) on the certificates
representing such Securities or on a security position listing as the owner(s)
of the Securities, or by person(s) authorized to become registered holder(s) by
endorsements and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, guardian, attorney-in-fact, officer of a
corporation, executor, administrator, agent or other representative, such person
must provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address(es):
- --------------------------------------------------------------------------------
Do not send Securities with this form. Securities should be sent to the
Exchange Agent, together with a properly completed and validly executed Letter
of Transmittal.
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. or a commercial bank
or trust company having an office or a correspondent in the United States or
another "Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees that, within
three New York Stock Exchange trading days from the date of this Notice of
Guaranteed Delivery, a properly completed and validly executed Letter of
Transmittal (or a facsimile thereof), together with Securities tendered hereby
in proper form for transfer (or confirmation of the book-entry transfer of such
Securities into the Exchange Agent's account at a Book-Entry Transfer Facility,
pursuant to the procedure for book-entry transfer set forth in the Prospectus
under the heading "The Exchange Offer -- Procedures for Tendering -- Book-Entry
Transfer"), and all other required documents will be deposited by the
undersigned with the Exchange Agent at one of its addresses set forth above.
Name of Firm: --------------------------------------- -----------------------------------
Authorized Signature
Address: --------------------------------------------- Name: -----------------------------
Title:
- ----------------------------------------------------- ------------------------------
Area Code and Telephone No.: ------------------------
Date: -----------------------------------------------
DO NOT SEND SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF SECURITIES MUST
BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND VALIDLY
EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.