Exhibit 99.2
CHOICE HOTELS INTERNATIONAL, INC.
NOTICE OF GUARANTEED DELIVERY
of 7.125% ORIGINAL NOTES DUE 2008
Pursuant to the Prospectus dated , 1998
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THIS FORM, OR ONE SUBSTANTIALLY EQUIVALENT HERETO, MUST BE USED BY A HOLDER OF
7.125% SENIOR NOTES DUE 2008 (THE "ORIGINAL NOTES") OF CHOICE HOTELS
INTERNATIONAL, INC., A DELAWARE CORPORATION (THE "COMPANY"), WHO WISHES TO
EXCHANGE HIS ORIGINAL NOTES PURSUANT TO THE COMPANY'S EXCHANGE OFFER, AS DEFINED
IN THE PROSPECTUS (THE "PROSPECTUS"), DATED , 1998 AND (i) WHOSE ORIGINAL NOTES
ARE NOT IMMEDIATELY AVAILABLE, (ii) WHO CANNOT DELIVER HIS ORIGINAL NOTES OR ANY
OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL ON OR BEFORE THE EXCHANGE
OFFER EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS) OR (iii) WHO CANNOT
COMPLETE THE PROCEDURE FOR BOOK ENTRY TRANSFER ON A TIMELY BASIS. SUCH FORM MAY
BE DELIVERED BY FACSIMILE TRANSMISSION, IF APPLICABLE, MAIL OR HAND DELIVERY TO
THE EXCHANGE AGENT. SEE "THE EXCHANGE OFFER--GUARANTEED DELIVERY PROCEDURES" IN
THE PROSPECTUS.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON ,
1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN THE
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To: Marine Midland Bank, The Exchange Agent
By Hand/Overnight Courier Facsimile By Registered or Certified Mail
Transmission:
Marine Midland Bank (212) 658-2292 Marine Midland Bank
140 Broadway 140 Broadway
Level A Confirm by Level A
New York, New York 10005-1180 Telephone: New York, New York 10005-1180
Corporate Trust Services (212) 658-5931 Corporate Trust Services
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN TO THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES.
IF A SIGNATURE ON A 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 FOR
GUARANTEE OF SIGNATURES.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby represents that he owns the Original Notes tendered
and 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 principal amount of Original Notes specified
below pursuant to the guaranteed delivery procedures set forth under the caption
"The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. The
undersigned hereby tenders the Original Notes listed below:
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Original Notes Certificate Numbers
(if available) Principal Amount Tendered
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If Original Notes will be tendered by book entry SIGN HERE
transfer:
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Name of Tendering Institution: Signature(s)
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Account No. , at
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The Depository Trust Company Name(s) (Please Print)
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Address
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Zip Code
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Area Code and Telephone No.
Date:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17A(d)-15 under the Securities Exchange Act
of 1934, as amended, hereby guarantees (a) that the above-named person(s) own(s)
the above-described securities tendered hereby and (b) that delivery to the
Exchange Agent of certificates tendered hereby, in proper form for transfer, or
delivery of such certificates pursuant to the procedure for book-entry transfer,
in either case with delivery of a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other required documents, is being
made within three business days after the date of execution of a Notice of
Guaranteed Delivery of the above-named person.
SIGN HERE
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Name of Firm
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Authorized Signature
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Name (Please print)
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Address
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Zip Code
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Area Code and Telephone No.
Date:
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DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER OF ORIGINAL 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 the Exchange Offer
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 Prospectus under the caption "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 Original Notes referred to herein, the signature must
correspond with the name(s) as written on the face of the Original 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 their authority so to act must be submitted with this Notice
of Guaranteed Delivery.
If this Notice of Guaranteed Delivery is signed by a participant of the
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of the Original Notes, the signature must correspond with the name
shown on the security position listing as the owner of the Original Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
Registered Holder(s) of any Original Notes listed or a participant of the Book-
Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied
by appropriate bond powers, signed as the name of the Registered Holder(s)
appears on the Original Notes or signed as the name of the participant shown on
the Book-Entry Transfer Facility's security position listing.
3. Requests for Assistance or Additional Copies. Questions relating to the
Exchange Offer or the procedure for tendering as well as requests for assistance
or for additional copies of the Prospectus and the Letter of Transmittal, may be
directed to the Exchange Agent. Holders may also contact their broker, dealer,
commercial bank, trust company, or other nominee for assistance concerning the
Exchange Offer.
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