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                                    February
                                    2nd
                                    1996

Prime Hospitality Corp. and
  Obligors of Pools I, II and III
  Pursuant to the Attached
  Distribution List

         Re: Consent by the Holders Thereof to the Purchase by
             Prime of the Outstanding First Mortgage Notes

Gentlemen:

         I am writing to confirm that I have received the written consents of
each of the holders ("Holders") of First Mortgage Notes secured by certain
designated Wellesley Inn and other hotel properties (the "Notes") to the
purchase by Prime Hospitality Corp., or an affiliate thereof, ("Prime") of all
of the outstanding Notes held by the Holders pursuant to the following terms:

         1. Each Holder shall receive as consideration for the purchase of its
         Notes its pro rata share of an aggregate gross purchase price for all
         such outstanding Notes held by all Holders of $62.2 million in cash
         comprised of the $1.8 million payment made from certain fund transfers
         in early January, 1996 and a subsequent payment to be made in the
         aggregate amount of $60.4 million.

         2. The Note purchase shall have closed and the Holders shall have
         received their consideration not later than March 15, 1996.

         3. Interest on the outstanding principal amount of the Notes shall be
         timely paid at the non-Default Rate, including on the date of purchase
         of the Notes.
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Page 2 - Distribution List - February 2, 1996

         Nothing in the consents from the Holders or herein is or shall be
deemed a waiver of any of the Holders' rights under the Notes or the Related
Documents, including without limitation the right to interest at the Default
Rate, if the transaction referred to herein does not timely close in accordance
with the terms set forth above.

                                          Very truly yours,

                                          Charles C. Wolf
                                          of O'Melveny & Myers

cc:mos
cc: Noteholders