NOTICE OF GUARANTEED DELIVERY FOR
CLN HOLDINGS INC.
This form or one substantially equivalent hereto must be used to
accept the Exchange Offer of CLN Holdings Inc. (the 'Company') made pursuant to
the Prospectus, dated September , 1997 (the 'Prospectus'), if certificates for
the outstanding Senior Secured First Priority Discount Notes due 2001 (the 'Old
First Priority Notes') or the Senior Secured Second Priority Discount Notes due
2001 (the 'Old Second Priority Notes,' together with the Old First Priority
Notes, the 'Old Notes') are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Company prior to 5:00 p.m., New York
City time, on the Expiration Date of the Exchange Offer. Such form may be
delivered or transmitted by telegram, telex, facsimile transmission, mail or
hand delivery to First Trust National Association (the 'Exchange Agent') as set
forth below. In addition, in order to utilize the guaranteed delivery procedure
to tender Old First Priority Notes or Old Second Priority Notes pursuant to the
Exchange Offer, a completed, signed and dated Letter of Transmittal (or
facsimile thereof) must also be received by the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date. Capitalized terms not defined
herein are defined in the Prospectus.
Delivery To:
FIRST TRUST NATIONAL ASSOCIATION,
Exchange Agent
By Mail: By Facsimile: By Overnight Courier or
First Trust National (612) 973-5800 Hand:
Association Confirm by Telephone: First Trust National
Corporate Trust (612) 244-1537 Association
[Depositary] 180 East 5th Street
P.O. Box 64485 4th Floor Window
St. Paul, MN 55164-9549 St. Paul, MN 55101
Attention: Corporate Trust
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Old First Priority Notes or Old Second Priority
Notes set forth below, pursuant to the guaranteed delivery procedure described
in 'The Exchange Offer-- Guaranteed Delivery Procedures' section of the
Prospectus.
Principal Amount at Maturity of Old First Priority
Notes Tendered:*
$
------------------------------------------------
Certificate Nos. (if available): If Old First Priority Notes will be delivered by book-entry
transfer to The Depository Trust Company, provide account number.
Account Number
-------------------------------------------------------
------------------------------------------------
Total Principal Amount at Maturity Represented
by Old First Priority Notes Certificate(s):
$
------------------------------------------------
Principal Amount at Maturity of Old Second
Priority Notes Tendered:*
$
------------------------------------------------
Certificate Nos. (if available): If Old Second Priority Notes will be delivered by book-entry
transfer to The Depository Trust Company, provide account number.
Account Number
-------------------------------------------------------
Total Principal Amount at Maturity Represented by
Old Second Priority Notes Certificate(s):
$
------------------------------------------------
* Must be in denominations of principal amount at maturity of $1,000 and any
integral multiple thereof.
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.
PLEASE SIGN HERE
X
------------------------------------------------------- ----------------
X
------------------------------------------------------- ----------------
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:
-----------------------------
Must be signed by the holder(s) of Old First Priority Notes or Old Second
Priority Notes as their name(s) appear(s) on certificates for Old First Priority
Notes or Old Second Priority Notes or on a security position listing, or by
person(s) authorized to become registered holder(s) by endorsement 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 set
forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity:
----------------------------------------------------------------------
Address(es):
-------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE
The undersigned, a member of a registered national securities exchange, or
a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States, hereby guarantees that the certificates representing the principal
amount of Old Notes tendered hereby in proper form for transfer, or timely
confirmation of the book-entry transfer of such Old Notes into the Exchange
Agent's account at The Depository Trust Company pursuant to the procedures set
forth in 'The Exchange Offer--Guaranteed Delivery Procedures' section of the
Prospectus, together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) with any required signature
guarantee and any other documents required by the Letter of Transmittal, will be
received by the Exchange Agent at the address set forth above, no later than
three New York Stock Exchange trading days after the date of execution hereof.
Name of Firm:
------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Zip Code)
Area Code and
Telephone No.:
-----------------------------------------------------------------
- --------------------------------------------------------------------------------
(Authorized Signature)
Name:
--------------------------------------------------------------------------
(Please Type or Print)
Title:
-------------------------------------------------------------------------
Dated: , 1997
------------------------------------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.