Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
With Respect to Tender of
Any and All Outstanding 10 1/8% Mortgage Notes due 2012
In Exchange For
10 1/8% Mortgage Notes due 2012
of
Circus and Eldorado Joint Venture
and
Silver Legacy Capital Corp.
Pursuant to the Prospectus dated July 19, 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 22,
2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM
TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
The Exchange Agent is:
THE BANK OF NEW YORK
By Registered or Facsimile Transactions: By Hand or Overnight
Certified Mail: (Eligible Institutions Delivery:
The Bank of New York Only) The Bank of New York
Corporate Trust Operations (212) 298-1915 Corporate Trust Operations
Reorganization Unit Reorganization Unit
101 Barclay Street - 7 To Confirm by Telephone 101 Barclay Street - 7
East or for Information Call: East
New York, New York 10286 (212) 815-5920 New York, New York 10286
Attn: Ms. Carolle Attn: Ms. Carolle
Montreuil Montreuil
Delivery of this Notice of Guaranteed Delivery to an address, or
transmission via facsimile, other than as set forth above will not constitute
valid delivery.
As set forth in the prospectus dated July 19, 2002 of Circus and Eldorado
Joint Venture and Silver Legacy Capital Corp. (collectively, the "Issuers") and
in the accompanying Letter of Transmittal and instructions thereto (the "Letter
of Transmittal"), this form or one substantially equivalent hereto must be used
to accept the Issuers' offer (the "Exchange Offer") to exchange new 10 1/8%
Mortgage Notes due 2012 ("Exchange Notes") that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for all of their
outstanding 10 1/8% Mortgage Notes due 2012 (the "Old Notes") if the Letter of
Transmittal or any other documents required thereby cannot be delivered to the
exchange agent, or Old Notes cannot be delivered or if the procedures for
book-entry transfer cannot be completed prior to the Expiration Date. This form
may be delivered by an Eligible Institution (as defined in the prospectus) by
mail or hand delivery or transmitted, via facsimile, to the exchange agent as
set forth above. Capitalized terms used but not defined herein shall have the
meaning given to them in the prospectus.
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 Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to the Issuers, 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 in the prospectus and in Instruction 2 of the Letter of Transmittal. By
so tendering, the undersigned does hereby make, at and as of the date hereof,
the representations and warranties of a tendering holder of Old Notes set forth
in the Letter of Transmittal.
The undersigned understands that tenders of Old Notes may be withdrawn if
the exchange agent receives at one of its addresses specified on the cover of
this Notice of Guaranteed Delivery, not later than 5:00 p.m., New York City
time on the Expiration Date, a facsimile transmission or letter setting forth
the name of the holder, the aggregate principal amount of Old Notes the holder
delivered for exchange, the certificate number(s) (if any) of the Old Notes and
a statement that such holder is withdrawing his election to have such Old Notes
or any portion thereof exchanged, in accordance with the procedures set forth
in the prospectus.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and 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, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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PLEASE SIGN AND COMPLETE
Signature(s) of registered holder(s) or Date: ______________________________________
Authorized Signatory: _________________________ Address: ___________________________________
_______________________________________________ ____________________________________________
_______________________________________________ ____________________________________________
Name(s) of registered holder(s): ______________ Area Code and Telephone No.: _______________
If Old Notes will be delivered by book-entry
_______________________________________________ transfer,check trust company below:
_______________________________________________
_______________________________________________
Principal Amount of Old Notes Tendered: _______
_______________________________________________ [_] The Depository Trust Company
Certificate No.(s) of Old Notes (if available):
_______________________________________________ Depository Account No. _____________________
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of the Old Notes exactly as their name(s) appear on certificate(s)
for the Old Notes or, if tendered by a participant in one of the book-entry
transfer facilities, exactly as such participant's name appears on a security
position listing as the owner of Old Notes, or by person(s) authorized to
become registered holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery. If the signature above is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer or other person
acting in a fiduciary or representative capacity, such person must provide
the following information:
Please print name(s) and address(es)
Name: _____________________________________________________________________
___________________________________________________________________________
Capacity: _________________________________________________________________
Address(es): ______________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
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GUARANTEE OF DELIVERY
(Not to be used for Signature Guarantee)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"), hereby
(i) represents that the above-named persons are deemed to own the Old Notes
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) represents
that such tender of Old Notes complies with Rule 14e-4 and (iii) guarantees
that the Old Notes tendered hereby in proper form for transfer or
confirmation of book-entry transfer of such Old Notes into the exchange
agent's account at the book-entry transfer facility, in each case together
with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) with any required signature guarantees and
any other documents required by the Letter of Transmittal, will be received
by the exchange agent at its address set forth above within three New York
Stock Exchange trading days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the exchange agent and must deliver the Letter of Transmittal
and Old Notes to the exchange agent within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm: _____________________________________________________________
___________________________________________________________________________
Authorized Signature: _____________________________________________________
Title: ____________________________________________________________________
Address: __________________________________________________________________
___________________________________________________________________________
(Zip Code)
Area Code and Telephone Number: ___________________________________________
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