Exhibit 99.2
AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
AMERICAN CASINO & ENTERTAINMENT PROPERTIES FINANCE CORP.
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
7.85% SENIOR SECURED NOTES DUE 2012
IN EXCHANGE FOR NEW
7.85% SENIOR SECURED NOTES DUE 2012
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used by registered holders of outstanding 7.85% Senior
Secured Notes due 2012 (the "Private Notes") of American Casino & Entertainment
Properties LLC, a Delaware limited liability company ("ACEP"), and American
Casino & Entertainment Properties Finance Corp. ("ACEP Finance"), a Delaware
corporation (and together with ACEP, the "Company"), who wish to tender their
Private Notes for an equal principal amount of new 7.85% Senior Secured Notes
due 2012 (the "Exchange Notes") that have been registered under the Securities
Act of 1933, as amended (the "Securities Act") if (i) the Private Notes, a duly
completed and executed Letter of Transmittal (the "Letter of Transmittal") and
all other required documents cannot be delivered to Wilmington Trust Company
(the "Exchange Agent") prior to 5 p.m., New York City time, on ____, 2004, or
such later date and time to which the exchange offer may be extended (the
"Expiration Date") or (ii) the procedures for delivery of the Private Notes
being tendered by book-entry transfer, together with a duly completed and
executed Letter of Transmittal, cannot be completed on or prior to 5 p.m., New
York City time, on the Expiration Date.
This Notice of Guaranteed Delivery may be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission (receipt confirmed by
telephone and an original delivered by guaranteed overnight delivery), to the
Exchange Agent. See "The Exchange Offer-Procedures for Tendering" in the
Prospectus (as defined herein). The Company has the right to reject a tender of
Private Notes made pursuant to the guaranteed delivery procedures unless the
registered holder using the guaranteed delivery procedure submits either (a) the
Private Notes tendered thereby, in proper form for transfer, or (b) confirmation
of book-entry transfer in the manner set forth in the Prospectus, in either case
together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents by 5 p.m.,
New York City time, on the third New York Stock Exchange trading day following
the Expiration Date. Capitalized terms not defined herein have the meanings
assigned to them in the Prospectus.
The Exchange Agent for The Exchange Offer Is:
WILMINGTON TRUST COMPANY
By Certified or Registered Mail: By Overnight Courier or Hand: By Facsimile Transmission:
Wilmington Trust Company Wilmington Trust Company (302) 636-4145
DC-1626 Processing Unit Corporate Capital Markets Attention: Exchanges
P.O. Box 8861 1100 North Market Street Confirm by Telephone:
Wilmington, DE 19899-8861 Wilmington, DE 19890-1626 (302) 636-6470
For Information Call:
(302) 636-6470
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER 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 A 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 tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus dated ____, 2004 (as the same may
be amended or supplemented from time to time, the "Prospectus"), and the related
Letter of Transmittal (which together constitute the "Exchange Offer"), receipt
of which is hereby acknowledged, the aggregate principal amount of the Private
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures" and in Instruction 2 to the Letter of Transmittal.
DESCRIPTION OF SECURITIES TENDERED
Name and Address of Certificate Aggregate
Registered Holder as it Number(s) of Principal Amount Principal Amount
Appears on the Private Private Notes Represented by of Private Notes
Notes (Please Print) Tendered Private Notes Tendered*
________________________ _____________ ________________ ________________
________________________ _____________ ________________ ________________
________________________ _____________ ________________ ________________
________________________ _____________ ________________ ________________
________________________ _____________ ________________ ________________
* Must be tendered only in integral multiples of $1,000.
If the Private Notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number:________________________________________
PLEASE SIGN HERE
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
x _________________________________________ Date: _______________________, 2004
x _________________________________________ Date: _______________________, 2004
Signature(s) of Owner(s)
Or Authorized Signatory
Area Code and Telephone Number:______________________
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Must be signed by the holder(s) of the Private Notes as their name(s)
appear(s) on certificates of the Private 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.
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 below.
Please print name(s) and address(es)
Name(s): _____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
Capacity: _____________________________________
_____________________________________
_____________________________________
_____________________________________
Address(es):_____________________________________
_____________________________________
_____________________________________
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker or government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either (a) the Private
Notes tendered hereby, in proper from for transfer, or (b) confirmation of the
book-entry transfer of such Private Notes to the Exchange Agent's account at the
Wilmington Trust Company maintained for such purpose, pursuant to the procedures
for book-entry transfer set forth in the Prospectus, in either case together
with one or more properly completed and duly executed Letter(s) of Transmittal
(or facsimile thereof) and any other required documents by 5 p.m., New York City
time, on the third New York Stock Exchange trading day following the Expiration
Date.
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The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Private Notes tendered hereby to the Exchange Agent within
the time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
Name of Firm:_____________________________ ___________________________________
(Authorized Signature)
Address: _____________________________ Title:_____________________________
_____________________________ Name:______________________________
(zip code) (Please type or print)
Area Code and Date:______________________________
Telephone Number:__________________________
NOTE: DO NOT SEND CERTIFICATES FOR PRIVATE NOTES WITH THIS FORM.
CERTIFICATES FOR PRIVATE NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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