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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
TO BE USED IN CONNECTION WITH
FITZGERALDS GAMING CORPORATION
OFFER TO EXCHANGE
$1,000 PRINCIPAL AMOUNT OF ITS
12 1/4% SENIOR SECURED NOTES DUE 2004, SERIES B
FOR EACH
$1,000 PRINCIPAL AMOUNT OF ITS
12 1/4% SENIOR SECURED NOTES DUE 2004, SERIES A
SUBJECT TO RELEASE AS PROVIDED IN THE GOVERNING INDENTURE
As set forth in the prospectus dated June __, 1998 (the
"Prospectus") of Fitzgeralds Gaming Corporation (the "Company"), in the section
entitled "The Exchange Offer--Guaranteed Delivery Procedures" and in the
accompanying Letter of Transmittal, which together with the Prospectus
constitute the Company's offer ("the Exchange Offer"), this form, or one
substantially equivalent hereto, must be used by any holder of the Company's
12 1/4% SeniOR Secured Notes Due 2004, Series A (the "Old Notes") who wishes to
tender Old Notes pursuant to the Exchange Offer and whose Old Notes are not
immediately available or who cannot deliver the Old Notes or other required
documents to the Exchange Agent prior to S:00 p.m., New York City time, on the
Expiration Date. Such form may be delivered by facsimile transmission, if
applicable, mail or hand delivery to the Exchange Agent.
FITZGERALDS GAMING CORPORATION WILL ACCEPT ALL OLD NOTES (AS HEREINAFTER
DEFINED) TENDERED AND NOT WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
JULY ___, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
The Exchange Agent is:
The Bank of New York
By Facsimile: By Hand Delivery or Overnight Courier By Mail
212-815-5915 The Bank of New York The Bank of New York
Confirm by Telephone: 101 Barclay Street, Floor 2100 101 Barclay Street, Floor 2100
212-815-3800 New York, New York 10286 New York, New York 10286
Attention: Corporate Trust Administration Attention: Corporate Trust Administration
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby represents that the undersigned owns, and
has a net long position (within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4")) equal to or greater than the
principal amount of the Old Notes tendered hereby and hereby tenders to the
Company in compliance with Rule 14e-4 and upon the terms and subject to the
conditions set forth in the prospectus and the related Letter of Transmittal,
receipt of which is hereby acknowledged, the principal amount of Old Notes
specified below pursuant to the guaranteed delivery procedures set forth under
the Section of the Prospectus entitled "The Exchange Offer--Guaranteed Delivery
Procedures." The undersigned hereby tenders the Old Notes listed below:
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Old Note Certificate Numbers (if available) Principal Amount Tendered
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SIGN HERE
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Firm Name (Please Print)
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Signature(s)
Dated:
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Name(s) (Please Print)
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Address
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City State Zip Code
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Area Code and Telephone Number
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, an institution which is a member of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc. or is a commercial bank or trust company having an
office or correspondent in the United States (an "Eligible Institution"),
guarantees (a) that the above named person(s) has (have) a net long position
(within the meaning of Rule 14e-4) equal to or greater than the principal amount
of the Old Notes tendered hereby, (b) that such tender of Old Notes complies
with Rule 14e-4 and (c) that delivery to the Exchange Agent of the Old Notes
tendered hereby in proper form for transfer, and any other documents required by
the Letter of Transmittal, all by 5:00 p.m., New York City time, on the fifth
New York Stock Exchange trading day following the Expiration Date.
SIGN HERE
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Firm Name (Please Print)
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Signature(s)
Dated:
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Name(s) (Please Print)
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Address
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City State Zip Code
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Area Code and Telephone Number
DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL TENDER OF OLD NOTES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF
TRANSMITTAL.
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INSTRUCTIONS
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly
completed and duly executed copy of this Notice of Guaranteed Delivery and any
other documents required by this Notice of Guaranteed Delivery must be received
by the Exchange Agent at its address set forth on the cover hereof prior to 5:00
p.m., New York City time, on the Expiration Date. The method of delivery of this
Notice of Guaranteed Delivery and all other required documents to the Exchange
Agent is at the election and risk of the Holder but, except as otherwise
provided below, the delivery will be deemed made only when actually received by
the Exchange Agent. If such delivery is by mail, it is recommended that the
Holder use properly insured, registered mail with return receipt requested. For
a full description of the guaranteed delivery procedures, see the section of the
Prospectus entitled "The Exchange Offer--Guaranteed Delivery Procedures." In all
cases, sufficient time should be allowed to assure timely delivery. No Notice of
Guaranteed Delivery should be sent to the Company.
2. SIGNATURE ON THIS NOTICE OF GUARANTEED DELIVERY; GUARANTEE OF
SIGNATURES. If this Notice of Guaranteed Delivery is signed by the registered
Holder(s) of the Old Notes referred to herein, the signature must correspond
with the name(s) as written on the face of the Old Notes without alternation,
enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other
than the registered Holder(s) of any Old Notes listed, this Notice of Guaranteed
Delivery must be accompanied by appropriate bond powers signed as the name(s) of
the registered Holder(s) appear(s) on the face of the Old Notes without
alteration, enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, such person
should so indicate when signing, and, unless waived by the Company, evidence
satisfactory to the Company, of the authority so to act must be submitted with
this Notice of Guaranteed Delivery.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance or for additional copies of the Prospectus and the
Letter of Transmittal may be directed to the Exchange Agent at its address or
telephone number set forth on the cover hereof.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by one
hyphen: i.e., 00-0000000. The table below will help determine which number to
give the payer.
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF ___
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the
first individual on the account
3. Custodian account of a minor (Uniform Gift to Minors The minor
Act)
4. Adult and minor (joint account) The adult or, if the minor is the only contributor, the
minor
5. a. The usual revocable savings trust account The grantor-trustee
(grantor is also trustee)
b. So-called trust account that is not a legal or The actual owner
valid trust under State law
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION NUMBER OF ____
6. Sole proprietorship account The owner
7. A valid trust, estate, or pension trust The legal entity (Do not furnish the identifying number of
the personal representative or trustee unless the legal
entity itself is not designated in the account title)
8. Corporate account The corporation
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9. Association, club, religious, charitable, educational The organization
or other tax-exempt organization
10. Partnership account The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture in the name The public entity
of a public entity (such as a State or local
government, school district or prison) that receives
agricultural program payments
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List first and circle the name of the person whose number you furnish.
Circle the minor's name and furnish the minor's social security number.
Show the name of the owner.
List first and circle the name of the valid trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
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