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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY FOR
BOYD GAMING CORPORATION
$200,000,000
OFFER TO EXCHANGE
9 1/4% SENIOR NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING 9 1/4% SENIOR NOTES DUE 2009
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PURSUANT TO THE PROSPECTUS DATED , 2001
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2001, 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 TENDERS MAY BE WITHDRAWN AT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.
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The Exchange Agent is:
THE BANK OF NEW YORK
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BY REGISTERED OR CERTIFIED FOR ADDITIONAL
MAIL, INFORMATION:
HAND OR OVERNIGHT DELIVERY: FACSIMILE TRANSACTIONS: The Bank of New York
The Bank of New York (212) 815-6339 Santino Ginocchietti
101 Barclay Street 101 Barclay Street, 21W
Bond Redemption Unit TO CONFIRM BY TELEPHONE: New York, NY 10286
Lobby Level (212) 815-6331 (212) 815-6331
New York, NY 10286
Attention: Santino
Ginocchietti
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
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.
This form or one substantially equivalent hereto must be used by a holder
of the 9 1/4% senior notes due 2009 (the "Old Notes") of Boyd Gaming
Corporation, a Nevada corporation (the "Company") to accept the Company's offer
to exchange (the "Exchange Offer") the 9 1/4% senior notes due 2009 that have
been registered under the Securities Act of 1933, as amended (the "Exchange
Notes") for any and all outstanding Old Notes, made pursuant to the Prospectus,
dated , 2001 (the "Prospectus"), and the related Letter of Transmittal
and the instructions thereto (the "Letter of Transmittal") if such holder's Old
Notes are not immediately available, such holder cannot deliver their Old Notes,
the Letter of Transmittal and all other documents required hereby to the
Exchange Agent prior to the Expiration Date, or such holder cannot complete the
procedures for book-entry transfer on or prior to the Expiration Date. This form
may be delivered 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 or the Letter of
Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company 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 aggregate 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 Old Notes, 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 pursuant to Instruction 4 of the
Letter of Transmittal.
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.
The undersigned hereby tenders the Old Notes listed below:
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AGGREGATE PRINCIPAL AMOUNT OF OLD
NAME(S), ADDRESS(ES) AND TELEPHONE NOTES
NUMBER(S) OF REGISTERED HOLDER(S) CERTIFICATE NUMBER(S) TENDERED (IF LESS THAN ALL)
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TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED _____________________
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If Old Notes will be delivered by book-entry transfer to the Depository
Trust Company, please provide the account number. Account number:
____________________________
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PLEASE SIGN AND COMPLETE
X Date:
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X Date:
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(SIGNATURE(S) OF REGISTERED HOLDER OR AUTHORIZED SIGNATORY)
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This Notice of Guaranteed Delivery must be signed by the registered holders
of Old Notes exactly as their name(s) appear(s) on certificate(s) representing
the Old Notes or on a security position listing or by person(s) authorized to
become registered holders by certificates and documents transmitted herewith.
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If signature is by attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or other person acting in a fiduciary or
representative capacity, please provide the following information. See
Instruction 2.
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): Address:
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Capacity: -------------------------------------------
------------------------------------------ -------------------------------------------
(FULL TITLE) (INCLUDE ZIP CODE)
Name(s): Telephone Number:
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Capacity: -------------------------------------------
------------------------------------------ (INCLUDE AREA CODE)
(FULL TITLE)
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THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.
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GUARANTEE
(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 or any other bank, broker, dealer, credit union,
savings association, clearing agency or other institution, each an "Eligible
Institution" that is a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Exchange Act of 1934, as
amended ("Exchange Act"), 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 Exchange Act ("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 (3) business 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.
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
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Name of Firm: -------------------------------------- Address: ------------------------------------
By: ------------------------------------------------ ---------------------------------------------
(AUTHORIZED SIGNATURE)
Name: ---------------------------------------------- ---------------------------------------------
(INCLUDE ZIP CODE)
Title: --------------------------------------------- Telephone Number:
(FULL TITLE) ---------------------------------------------
(INCLUDE AREA CODE)
Date: ---------------------------------------
</Table>
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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.
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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 herein prior to
the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and any other required documents to the Exchange Agent is at the
election and sole risk of the holder, and the delivery will be deemed made only
when actually received by the Exchange Agent. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. As an
alternative to delivery by mail, the holders may wish to consider using an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY.
If this Notice of Guaranteed Delivery is signed by the registered holder of
the Old Notes tendered for exchange hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate without
alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed
Delivery is signed by a participant of the Depository Trust Company whose name
appears on a security position listing as the owner of the Old Notes, the
signature must correspond with the name shown on the security position listing
as the owner of the Old Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder of the Old Notes or a participant of the Depository Trust
Company, the certificates representing such Old Notes must be properly endorsed
for transfer by the registered holder or be accompanied by a properly completed
bond power from the registered holder or appropriate powers of attorney, in any
case signed by such registered holder exactly as the name(s) of the registered
holder of the Old Notes appear(s) on the certificates. Signatures on the
endorsement or bond power must be guaranteed by an Eligible Institution (unless
signed by an Eligible Institution).
If this Notice of Guaranteed Delivery is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and proper evidence satisfactory to the Company of its
authority so to act must be submitted, unless waived by the Company.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Requests for assistance relating to the procedure for tendering, as well as
requests for additional copies of the Prospectus and the Notice of Guaranteed
Delivery may be directed to the Exchange Agent at its address set forth on the
cover of this Notice of Guaranteed Delivery.
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