NOTICE OF GUARANTEED DELIVERY
ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.
CONSENT SOLICITATION
AND
OFFER TO EXCHANGE
$110,000,000 3% Notes due 2008 of Atlantic Coast Entertainment Holdings, Inc.
for any and all outstanding 11% Notes due 2005 of GB Property Funding Corp.,
which have been registered under the Securities Act of 1933
This Notice of Guaranteed Delivery or one substantially equivalent
hereto must be used to accept the consent solicitation and exchange offer of
Atlantic Coast Entertainment Holdings, Inc., a Delaware corporation
("Atlantic"), made pursuant to the solicitation statement and prospectus, dated
____________, 2003 and the related Consent and Letter of Transmittal, if (1)
your certificates for the outstanding 11% Notes due 2005 of GB Property Funding
Corp. ("Existing Notes") are not immediately available, (2) you cannot complete
the procedure for book-entry transfer on a timely basis or (3) you cannot
deliver the Existing Notes and/or all other required documents to the exchange
agent prior to 5:00 p.m., New York City time, on the Expiration Date (as defined
below) of the consent solicitation and exchange offer. You may deliver this
Notice of Guaranteed Delivery by telegram, telex, facsimile transmission, mail
or hand delivery to the exchange agent as set forth below, which must include a
guarantee by an eligible institution as set forth herein. Capitalized terms not
defined herein are defined in the solicitation statement and prospectus.
THE CONSENT SOLICITATION AND EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______________, 2003 UNLESS
EXTENDED (THE "EXPIRATION DATE").
THE EXCHANGE AGENT IS:
[NAME]
By Registered or Certified Mail or By Hand or Overnight Delivery:
[Name]
[Address]
[Address]
Attention: _____________
By Facsimile (for Eligible Institution Only):
(---) ---------
Attention: _______________-
Confirm by Telephone:
--------------------
(---) ---------
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO THE EXCHANGE AGENT
OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS 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 CONSENT AND LETTER OF TRANSMITTAL IS REQUIRED TO
BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS
DEFINED IN THE SOLICITATION STATEMENT AND PROSPECTUS), SUCH SIGNATURE GUARANTEE
MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE CONSENT
AND LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
Upon the terms and subject to the conditions set forth in the
solicitation statement and prospectus, and the related Consent and Letter of
Transmittal, the receipt of which is hereby acknowledged, the undersigned hereby
tenders to Atlantic the principal amount of Existing Notes set forth below and
gives consent to the elimination of certain restrictive covenants of the
Existing Indenture, the release of the liens on the collateral securing the
Existing Notes pursuant to the Existing Indenture under which the Existing Notes
were issued and the terms of the New Indenture, pursuant to the guaranteed
delivery procedures set forth in "THE CONSENT SOLICITATION AND EXCHANGE OFFER --
Guaranteed Delivery" section in the solicitation statement and prospectus.
Principal Amount of Outstanding Notes Tendered: *
$-------------------------------------------------------------------------------
* Must be in denominations of principal amount of $1,000, and any integral
multiple thereof.
Certificate Nos. (if available):
- --------------------------------------------------------------------------------
Total Principal Amount Represented by Certificate(s):
$-------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
X___________________________________________ _________________________________
X___________________________________________ _________________________________
Signature(s) of Holder(s) Date
or Authorized Signatory
Name(s) of Registered Holder(s):________________________________________________
Address:________________________________________________________________________
Area Code and Telephone Number: ________________________________________________
This Notice of Guaranteed Delivery must be signed by the holder(s) of
Existing Notes as their name(s) appear(s) on certificates for Existing 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. If Existing Notes will be delivered by book-entry transfer
to The Depository Trust Company, provide account number.
Please print name(s) and address(es)
Name(s):________________________________________________________________________
________________________________________________________________________________
Capacity:_______________________________________________________________________
Address(es):____________________________________________________________________
________________________________________________________________________________
Account Number: ________________________________________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a participant in the Securities Transfer Agents
Medallion Program or the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program, hereby guarantees to deliver to
the exchange agent at the address set forth above, either the Existing Notes
tendered hereby in proper form for transfer, or confirmation of the book-entry
transfer of such Existing Notes to the exchange agent's account at The
Depository Trust Company, pursuant to the procedure for book-entry transfer set
forth in the solicitation statement and prospectus, in either case together with
one or more properly completed and duly executed consents and letters of
transmittal (or facsimile thereof or agent's message in lieu thereof) and any
other required documents within three New York Stock Exchange trading days after
the Expiration Date.
Name of Firm:___________________________________________________________________
Address:________________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
(please print or type)
Title:__________________________________________________________________________
Date:___________________________________________________________________________
NOTE: DO NOT SEND CERTIFICATES OF EXISTING NOTES WITH THIS NOTICE.
CERTIFICATES OF EXISTING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED CONSENT AND
LETTER OF TRANSMITTAL.