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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP
THE RESORT AT SUMMERLIN, INC.
13% SENIOR SUBORDINATED PIK NOTES DUE 2007
This form or a form substantially similar hereto must be used by a holder of the
13% Senior Subordinated PIK Notes due 2007, Series A (the "Old Notes") of THE
RESORT AT SUMMERLIN, LIMITED PARTNERSHIP, a Nevada limited partnership ("RAS"),
and THE RESORT AT SUMMERLIN, INC., a Nevada corporation ("RAS, Inc." and
together with RAS, the "Note Issuers"), that wishes to tender Old Notes to the
Exchange Agent pursuant to the guaranteed delivery procedures described in "The
Exchange Offer--Guaranteed Delivery Procedures" of the Prospectus dated
___________, 1998 (the "Prospectus") and in Instruction 1 to the accompanying
Letter of Transmittal. Any holder that wishes to tender Old Notes pursuant to
such guaranteed delivery procedures must ensure that the Exchange Agent receives
this Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on
the Expiration Date of the Exchange Offer. Capitalized terms not defined herein
have the meaning ascribed to them in the Prospectus or the Letter of
Transmittal.
To: United States Trust Company of New York, Exchange Agent
By Registered or Certified Mail:
By Hand or Overnight Delivery:
By Facsimile:
For Information Call:
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
Please read the accompanying instructions carefully.
Ladies and Gentlemen:
The undersigned hereby tenders to the Note Issuers, upon the terms and
subject to conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes specified below pursuant to the guaranteed delivery procedures set
forth in the Prospectus and in Instruction 1 of the Letter of Transmittal. The
undersigned hereby tenders the Old Notes listed below:
CERTIFICATE NUMBER(S) (IF AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL
KNOWN) OF OLD NOTES OR REPRESENTED BY CERTIFICATES AMOUNT TENDERED
ACCOUNT NUMBER AT THE
BOOK-ENTRY FACILITY
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All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
SIGN HERE
Name of Registered or Acting Holder:
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Date:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Associates of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with the Old Notes tendered hereby
in proper form for transfer (or confirmation of the book-entry transfers of
such Old Notes into the Exchange Agent's account at the book-entry transfer
facility described in the Prospectus under the caption "The Exchange
Offer--Procedures for Tendering" and in the Letter of Transmittal) and any
other required documents, within three New York Stock Exchange trading days
after the date of execution of the Notice of Guaranteed Delivery.
SIGN HERE
Name of firm:
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Authorized Signature:
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Name (please print):
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Telephone Number:
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Date:
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DO NOT SEND NOTES WITH THIS FORM. ACTUAL SURRENDER OF NOTES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED
LETTER OF TRANSMITTAL.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
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 herein prior to 5:00 p.m., New York
City time, on the Expiration Date. The method of delivery of this Notice of
Guaranteed Delivery and any other required documents to the Exchange Agent is at
the election and risk of the holder and the delivery will be deemed made only
when actually received by the Exchange Agent. If delivery is by mail,
registered or certified mail properly insured, with return receipt requested,
is recommended. In all cases sufficient time should be allowed to assure
timely delivery. For a description of the guaranteed delivery procedure, see
Instruction 1 of the Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Old Notes
referred to herein, the signature must correspond with the name(s) written on
the face of the Old Notes without alteration, enlargement, or any change
whatsoever. 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 Old Notes, the signature must correspond with the name
shown on the security position listing as the owner of the Old Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Old Notes listed or a participant of the book-entry
transfer facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate powers of attorney to transfer securities, signed as the name of
the registered holder(s) appears on the Old Notes or signed as the name of the
participant shown on the book-entry transfer facility's security position
listing.
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.
3. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.