NOTICE OF GUARANTEED DELIVERY
for
Offer to Exchange
15% Series B Senior Secured Discount Notes due 2007
for any and all outstanding 15% Series A Senior Secured Discount Notes due 2007
This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Exchange Offer of Middle American Tissue Inc., a
Delaware corporation (the "Company"), made pursuant to the Prospectus, dated
______________ (the "Prospectus"), if certificates for the Company's outstanding
15% Series A Senior Secured Discount Notes due July 15, 2007 (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 Chase Manhattan Bank (the "Exchange Agent") on or prior to 5:00 p.m.,
New York City time, on the Expiration Date of the Exchange Offer. This Notice of
Guaranteed Delivery may be delivered or transmitted by telegram, telex,
facsimile transmission, mail or hand delivery to the Exchange Agent as set forth
below. See "The Exchange Offer-Procedures for Tendering Old Notes" in the
Prospectus. 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 a manually signed facsimile thereof) must also
be received by the Exchange Agent on or prior to 5:00 p.m., New York City time,
on the Expiration Date. Capitalized terms used herein but not defined herein
have the respective meanings given to them in the Prospectus.
Delivery To: The Chase Manhattan Bank, Exchange Agent
By Mail or Hand/Overnight Delivery:
The Chase Manhattan Bank By Facsimile Transmission:
Corporate Trust Securities Window (For Eligible Institutions Only)
Room 234, North Building (212) 638-7380 or 7381
55 Water Street Confirm by Telephone:
New York, New York 10041 Carlos Esteves: (212) 638-0828
(212) 638-0454
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of this Notice of Guaranteed Delivery via
facsimile to a number other than as set forth above will not constitute a valid
delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, Such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
related Letter of Transmittal, the undersigned hereby tenders to the Company the
principal amount of Old Notes set forth below pursuant to the guaranteed
delivery procedures described in the Prospectus under the caption "The Exchange
Offer-Guaranteed Delivery Procedures."
Principal Amount of Old Notes Tendered:*
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Certificate Number
(if available) Principal Amount of Old Notes Tendered*
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*Must be in denominations of principal amount of $1,000 and any integral
multiple thereof
Name(s) of Registered Holder(s): __ Area Code and Telephone No.: ______________
___________________________________ If Old Notes will be delivered by book-
___________________________________ entry transfer to DTC, check the box: |_|
DTC account No.: __________________________
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An 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.
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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 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 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 firm or institution that is a member of the Medallion
System, 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 one or more properly completed and duly executed
Letter(s) 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 business days after the Expiration Date of the
Exchange Offer.
________________________________________ ___________________________________
Name of Firm Authorized Signature
________________________________________ ___________________________________
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Address Title
________________________________________ Name: _________________________________
Zip Code (Please Type or Print)
Area Code and Tel. No.: ________________ Dated: ________________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND
BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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