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EXHIBIT 99.2
PRIME HOSPITALITY CORP.
EXCHANGE OFFER
TO HOLDERS OF ITS
9 3/4% SERIES A SENIOR SUBORDINATED NOTES DUE 2007
NOTICE OF GUARANTEED DELIVERY
As set forth in the Prospectus dated ________ , 1997 (the "Prospectus")
of Prime Hospitality Corp. ("Company") under "The Exchange Offer -- How to
Tender" and in the Letter of Transmittal (the "Letter of Transmittal") relating
to the offer (the "Exchange Offer") by the Company to exchange up to
$200,000,000 in principal amount of its 9 3/4% Series B Senior Subordinated
Notes due 2007 (the "Exchange Notes") for $200,000,000 in principal amount of
its 9 3/4% Series A Senior Subordinated Notes due 2007, issued and sold in a
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Original Notes"), this form or one substantially equivalent hereto
must be used to accept the Exchange Offer of the Company if: (i) certificates
for the Original Notes are not immediately available; or (ii) time will not
permit all required documents to reach the Exchange Agent (as defined below) on
or prior to the Expiration Date (as defined in the Prospectus) of the Exchange
Offer. Such form may be delivered by hand or transmitted by telegram, telex,
facsimile transmission or letter to the Exchange Agent.
TO: First Bank National Association (the "Exchange Agent")
By Facsimile:
(612) 244-1537
Attention: Paul Haugen
Confirm by telephone:
(612) 244-8162
By Registered or Certified Mail:
First Bank National Association
First Trust Center
180 East Fifth Street
Saint Paul, Minnesota 55101
By Hand:
First Bank National Association
First Trust Center
4th Floor - Bond Drop Window
180 East Fifth Street
Saint Paul, Minnesota 55101
By Overnight Courier:
First Bank National Association
First Trust Center
180 East Fifth Street
Saint Paul, Minnesota 55101
(612) 762-3813
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMITTAL OF THIS INSTRUMENT TO
A FACSIMILE OR TELEX NUMBER OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and conditions set
forth in the Prospectus and the Letter of Transmittal (which together constitute
the "Exchange Offer"), receipt of which are hereby acknowledged, the principal
amount of Original Notes set forth below pursuant to the guaranteed delivery
procedure described in the Prospectus and the Letter of Transmittal.
Sign Here
Principal Amount of Original Notes Signature(s)______________________________
Tendered__________________________ __________________________________________
Please Print the Following Information
Certificate Nos.
(if available)____________________ Name(s)___________________________________
Address___________________________________
Total Principal Amount __________________________________________
Represented by Original Notes
Certificate(s)
Area Code and Tel. No(s)._________________
__________________________________________
Account Number____________________
Dated: _______________, 1997
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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 within the meaning of ________ under
the Securities Exchange Act of 1934, (b) that such tender of the above-described
securities complies with Rule ________ and (c) 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 five trading days after the date of execution of a Notice of
Guaranteed Delivery of the above-named person.
Name of Firm
Authorized Signature
Number and Street or P.O. Box
City State Zip Code
Area Code and Tel. No.
Dated: _____________, 1997