NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
SERIES A SENIOR SUBORDINATED NOTES DUE 1999
(INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
CCA HOLDINGS CORP.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of CCA Holdings Corp. (the "Company") made pursuant to the
Prospectus, dated July 29, 1997 (the "Prospectus"), if certificates for the
outstanding Series A Senior Subordinated Notes Due 1999 of the Company (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 Exchange Agent prior to 5:00 p.m., New York
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 Harris Trust and Savings Bank (the "Exchange Agent") as set forth
below. In addition, in order to utilize the guaranteed delivery procedure to
tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal (or facsimile thereof) as well as all tendered Notes in
proper form for transfer (or a confirmation of book-entry transfer of such
Notes into the Exchange Agent's account at the Depository Trust Company) and
all other documents required by the Letter of Transmittal must also be
received by the Exchange Agent within three New York Stock Exchange trading
days after the Expiration Date. Capitalized terms not defined herein are
defined in the Prospectus.
HARRIS TRUST AND SAVINGS BANK, EXCHANGE AGENT
By Mail, Hand or Overnight Courier:
By Mail: By Facsimile: By Hand:
Harris Trust and Savings Harris Trust and Savings Harris Trust and Savings
Bank Bank Bank
Wall Street Station (212) 701-7636 Receive Window
P.O. Box 1023 (212) 701-7640 77 Water Street
New York, NY 10268-1023 4th Floor
New York, NY 10005
Confirm by Telephone:
By Overnight Courier: (212) 701-7663
Harris Trust and Savings
Bank
77 Water Street
4th Floor
New York, NY 10005
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 Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus.
Principal Amount of Old Notes Tendered:
$ ________________________________________
Certificate Nos. (if available):
- ------------------------------------------
Total Principal Amount Represented by Certificate(s):
$ ________________________________________
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 representative, successors
and assigns of the undersigned.
- -------------------------------------------------------------------------------
PLEASE SIGN HERE
X ________________________________________
---------------------------------
---------------------------------
X ________________________________________ Date
Signatures(s) of Owner(s) or Authorized
Signatory
Area Code and Telephone Number: __________
- --------
(1)Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
2
Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old 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. If Old Notes will be delivered by book-
entry transfer to The Depository Trust Company, provide account number.
Please print name(s) and address(es)
Name(s):
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Capacity:
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Address(es):
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Account Number:
---------------------------------------------------------------
3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that the undersigned will deliver to the Exchange Agent the
certificates representing the Old Notes being tendered hereby or confirmation
of book-entry transfer of such Old Notes into the Exchange Agent's account at
The Depository Trust Company, in proper form for transfer, together with any
other documents required by the Letter of Transmittal within three business
days after the Expiration Date.
Name of Firm:
----------------------------------------------------------
Address:
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
Area Code &
Telephone No.:
----------------------------------------------------------
Authorized Signature:
----------------------------------------------------------
Name:
----------------------------------------------------------
(Please type or print)
Title:
----------------------------------------------------------
Date:
----------------------------------------------------------
NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM. CERTIFICATES OF
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF THE PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.
4