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EXHIBIT 99.4
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
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DEFINED) TENDERED AND NOT WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON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WITHDRAWN AT TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
To Our Clients:
Enclosed for your consideration are (i) the Prospectus, dated June
__, 1998 (the "Prospectus"), of Fitzgeralds Gaming Corporation (the "Company"),
and (ii) the related Letter of Transmittal (the "Letter of Transmittal").
Capitalized terms used herein and not otherwise defined herein have the meanings
ascribed to such terms in the Prospectus. Recipients of the Prospectus should
read the requirements described in such Prospectus with respect to eligibility
to participate in the Exchange Offer. Capitalized terms used herein and not
otherwise defined herein have the meanings ascribed to such terms in the
Prospectus.
The Prospectus and the Letter of Transmittal together constitute the
Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of
its 12 1/4% Senior Secured Notes Due 2004, Series B (the "New Notes") for each
$1,000 principal amount of its 12 1/4% Senior Secured Notes Due 2004, Series A
(the "Old Notes").
We are the holder of record of the Old Notes held for your account.
We request that you furnish us with your instructions as to whether you wish to
tender for exchange any or all of the Old Notes held by us for your account.
Please forward your instructions regarding the Exchange Offer in ample time to
be received by The Bank of New York (the "Exchange Agent") prior to 5:00 p.m.,
New York City time, on July ___, 1998 unless extended (the "Expiration Date").
WE URGE YOU TO READ THE ENCLOSED PROSPECTUS AND LETTER OF TRANSMITTAL CAREFULLY
BEFORE FORWARDING YOUR INSTRUCTIONS.
To tender for exchange any or all of the Old Notes held by us for
your account, you must provide us with your instructions, which may be done by
completing and executing the Instruction Form set forth below and returning such
Instruction Form in the designated enclosed pre-addressed envelope. In
completing the Instruction Form, if you wish to tender any or all of your Old
Notes for exchange, you must, at a minimum, complete column (1) thereof and sign
where indicated. If only column (1) is completed, we will tender for exchange on
your behalf all Old Notes listed in column (1). If you wish to tender for
exchange less than all of such Old Notes, column (2) must be completed in full.
If column (2) is completed, we will tender for exchange on your behalf, the
principal amount of Old Notes listed in column (2). If you authorize a tender
for exchange of your Old Notes, the entire principal amount of Old Notes held
for your account will be tendered for exchange, unless other specified below.
Your instructions should be forwarded to us in ample time to permit us to submit
a tender for exchange on your behalf prior to the Expiration Date. The Letter of
Transmittal is furnished to you for information purposes only and cannot be used
by you to tender Old Notes. A tender of Old Notes may be withdrawn at any time
prior to 5:00 p.m., New York City time, on the Expiration Date. (See the section
in the Prospectus entitled "The Exchange Offer- Withdrawal of Tenders.")
Questions or requests for assistance may be directed to the
Exchange Agent, The Bank of New York, 101 Barclay Street, Floor 21W, New York,
New York 10286, Attention: Corporate Trust Administration, or by telephone at
(212) 815-3800.
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INSTRUCTION FORM
The undersigned acknowledge(s) receipt of your letter, the enclosed
Prospectus and the related Letter of Transmittal in connection with the Exchange
Offer. In order for you to make certain representations, warranties and
acknowledgments to the Company, the undersigned hereby represents, warrants and
acknowledges to you that the representations, warranties and acknowledgments set
forth in the Letter of Transmittal are true and correct with respect to the
undersigned.
This will instruct you to tender for exchange the Old Notes
indicated below held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Prospectus and the Letter of
Transmittal.
(1) (2)* SIGN HERE
For Exchange Aggregate Principal Amount --------------------------------------------------
Principal Amount Tendered for Exchange Firm Name (Please Print)
(only if different amount
from column (1))
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Signature(s)
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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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* Need not be completed if you wish to tender for exchange the principal
amount of Old Notes listed in column (1). Completion of column (2) will
indicate that you wish to tender for exchange only the principal amount of
Old Notes indicated in column (2).
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