Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
for
9 7/8 % Senior Subordinated Notes Due 2011
of
Extended Stay America, Inc.
As set forth in the prospectus dated , 2001 (the "Prospectus"), of
Extended Stay America, Inc. ("Extended Stay America") and in the related letter
of transmittal (which together constitute the "Exchange Offer"), this form or
one substantially similar must be used to accept Extended Stay America's offer
to exchange all of its outstanding 9 7/8% Senior Subordinated Notes due 2011
(the "Outstanding Notes") for its 9 7/8% Senior Subordinated Notes due 2011,
which have been registered under the Securities Act of 1933 (the "Exchange
Notes"), if the Outstanding Notes, the letter of transmittal or any other
required documents cannot be timely delivered to Manufacturers and Traders Trust
Company, acting as exchange agent for the Exchange Offer (the "Exchange Agent"),
or the procedure for book-entry transfer cannot be completed, prior to 5:00 P.M.
Eastern time, on the Expiration Date (as defined below). This form may be
delivered by an Eligible Institution (as defined below), by hand or transmitted
by facsimile, overnight courier or mail to the Exchange Agent as indicated
below.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN' TIME, ON , 2001,
UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OUTSTANDING
NOTES MAY BE WITHDRAWN AT ANYTIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
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Deliver to:
MANUFACTURERS AND TRADERS TRUST COMPANY,
AS EXCHANGE AGENT
By Overnight Delivery or By Hand: Facsimile Transmission
Registered or Certified Mail: Number:
Manufacturers and Traders Trust Manufacturers and Traders Trust (716) 842-5867
Company Company
Confirm Receipt of Facsimile
One M&T Plaza One M&T Plaza by Telephone
Buffalo, New York 14240-2399 Buffalo, New York 14240-2399 (716) 842-5602
Attention: Attention:
Delivery of this notice 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 Outstanding Notes, 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. As used in this notice of guaranteed delivery, an "Eligible
Institution" is any participant in a Recognized Signature Guarantee Medallion
Program within the meaning of Rule l7Ad-15 of the Securities Exchange Act of
1934.
Ladies and Gentlemen:
The undersigned hereby tenders to Extended Stay America, Inc., a Delaware
corporation, upon the terms and subject to the conditions set forth in the
prospectus for the Exchange Offer and the letter of transmittal, receipt of
which is hereby acknowledged, Outstanding Notes pursuant to the guaranteed
delivery procedures set forth in Instruction 1 of the letter of transmittal.
The undersigned understands that tenders of Outstanding Notes will be
accepted only in principal amounts equal to $l,000 or integral multiples
thereof. The undersigned understands that tenders of Outstanding Notes pursuant
to the Exchange Offer may be withdrawn only in accordance with the procedures
set forth in "The Exchange Offer--Withdrawal of Tenders" section of the
prospectus.
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 Outstanding Notes Principal Amount of Outstanding Notes
(if available)
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Principal Amount of Outstanding Notes Signature(s)
Tendered
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Dated: If Outstanding Notes will be
delivered by book entry transfer
at The Depository Trust Company,
Depository Account No.:
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This notice of guaranteed delivery must be signed by the registered holders
of Outstanding Notes exactly as its (their) name(s) appear on certificates of
Outstanding Notes or on a security position listing as the owner of Outstanding
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 must
provide the following information:
Please print name(s) and address(es)
Name(s) ---------------------------------------------------
Capacity: ---------------------------------------------------
Address (es): ---------------------------------------------------
Area Code and Telephone No.:---------------------------------------------------
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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" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934 (the "Exchange Act"), hereby:
(a) represents that the above named person(s) "own(s)" the Outstanding, Notes
to be tendered within the meaning of Rule 14e-4 under the Exchange Act;
(b) represents that such tender of Outstanding Notes complies with Rule 14e-4
under the Exchange Act; and
(c) guarantees that delivery to the exchange agent of certificates for the
Outstanding Notes to be tendered, in proper form for transfer (or
confirmation of the book-entry transfer of such Outstanding Notes into the
exchange agent's account at The Depository Trust Company, pursuant to the
procedures for book-entry transfer set forth in the Prospectus), with
delivery of a properly completed and duly executed (or manually signed
facsimile) letter of transmittal with any required signatures, or an
agent's message, in the case of a book-entry transfer, and any other
required documents, will be received by the exchange agent at one of its
addresses set forth above within three New York Stock Exchange trading days
after the date of execution of the Notice of Guaranteed Delivery.
I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND
OUTSTANDING NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD
SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.
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Name of Firm Authorized Signature
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Address Title
- ----------------------------------------- Name:
Zip Code -------------------------
(Please Type or Print)
Area Code and Telephone No. Dated:
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NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS FORM; OUTSTANDING NOTES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL.
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