EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
13% FIRST MORTGAGE NOTES DUE 2005
OF
WINDSOR WOODMONT BLACK HAWK RESORT CORP.
As set forth in the Prospectus dated ___________, ____ (the "Prospectus")
of Windsor Woodmont Black Hawk resort Corp. (the "Company") and in the
accompanying Letter of Transmittal (the "Letter of Transmittal"), this form or
one substantially equivalent hereto must be used to accept the Company's offer
to exchange (the "Exchange Offer") all of its outstanding 13% First Mortgage
Notes due 2005 (the "Old Notes") for its 13% First Mortgage Notes due 2005 which
have been registered under the Securities Act of 1933, as amended, if
certificates for the Old Notes are not immediately available or if the old
Notes, the Letter of Transmittal or any other documents required thereby cannot
be delivered to the Exchange Agent, or the procedure for book-entry transfer
cannot be completed, prior to 5:00 P.M., New York City time, on the Expiration
Date (as defined below). This form may be delivered by an Eligible Institution
by hand or transmitted by facsimile transmission, overnight courier or mail to
the Exchange Agent as set forth below. Capitalized terms used but not defined
herein have the meaning given to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_________________, ____, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE
EXPIRATION DATE.
To: SunTrust Bank
The Exchange Agent
SunTrust Bank
225 East Robinson Street, Suite 250
Orlando, Florida 32801
Attention: Deborah Moreyra
By Facsimile: (407) 237-5299
Confirm by Telephone: (407) 237-4085
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal to be used to tender Old Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the space provided therefor in the Letter of
Transmittal.
<PAGE>
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 Letter of Transmittal
(which together constitute the "Exchange Offer"), receipt of which are hereby
acknowledged, ___________________________ (fill in number of Old Notes) Old
Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus
and Instruction 1 of the Letter of Transmittal.
The undersigned understands that tenders of Old Notes will be accepted only
in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Old Notes pursuant to the Exchange Offer
may not be withdrawn after 5:00 p.m., New York City time, on the Expiration
Date.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Old Notes Name(s) of Record Holder(s):
(if available):
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Principal Amount of Old Notes:
PLEASE PRINT OR TYPE
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Address:
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If Old Notes will be delivered by book-entry transfer at the Depository Trust
Company, Depository Account No.:
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Area code and tel. no.
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Signature(s):
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Dated:________________________ , ____
<PAGE>
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Notes exactly as its (their) name(s) appear(s) on the
certificate(s) for Old Notes covered hereby or on a DTC security position
listing naming it (them) as the owner of such Old Notes, or by person(s)
authorized to become registered holder(s) by endorsements 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(s) must
provide the following information:
PLEASE PRINT NAME(S), TITLE(S) AND ADDRESS(ES)
Name(s):
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Capacity(ies):
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Address(es):
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<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United States or an
"Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents
that the tender of Old Notes effected hereby complies with Rule 14e-4 under the
Exchange Act and (b) guarantees to deliver to the Exchange Agent a certificate
or certificates representing the Old Notes tendered hereby, in proper form for
transfer (or a confirmation of the book-entry transfer of such Old Notes into
the Exchange Agent's account at DTC, pursuant to the procedures for book-entry
transfer set forth in the Prospectus), and a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) together
with any required signatures and any other required documents, at the Exchange
Agent's address set forth above, within five New York Stock Exchange trading
days after the date of execution of this Notice of Guaranteed Delivery.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND EXISTING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD
SPECIFIED ABOVE AND THAT ANY FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO
THE UNDERSIGNED.
Name of Firm:
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Authorized Signature
Address: Name:
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Please Print or Type
Title:
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Zip Code
Area Code and Tel. No.: Date:
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NOTE: DO NOT SEND OLD NOTES WITH THIS FORM; OLD NOTES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THE
TIME PERIOD SET FORTH ABOVE.
